Another Spider, or, The Weavers
by Brackets002
Summary: Here's a story for you: two teenagers, a boy and a girl, wind up with altered DNA sequences and develop the proportionate abilities of a spider. So what happens when a corrupt corporate executive starts trying to kill them?
1. Prologue

**A/N: **_**DO NOT SKIP THIS!**_

**Thank you. There are a few things you should know before reading this fanfic. First of all, you should probably know that Gwen Stacy acquires powers. DO NOT STOP READING! Allow me to explain. I wasn't going to give Gwen powers when I was writing the original version of this story. I, too, am not crazy about when canon is so blatantly defied like that. But, well, popular demand happened. I lost my nerve and gave her spider powers just to keep the fans happy, and it carried over to the rewrite. I didn't think it was going to turn out very good at all, either, but, what do you know! It turned out okay. At least, I think so.**

**Secondly, there is literally no writer who has **_**ever**_** portrayed Peter Parker as smart as he is. He's said that his IQ is north of 250. More importantly, Peter **_**synthesized spider silk**_** at the age of **_**fifteen**_**. No one- NO ONE- has been able to do that **_**at all**_**, in the finest labs in the world, for all the years they've been trying. Pete did it in a few hours in his bedroom. At the age of **_**FIFTEEN.**_** One of the things I make a point of doing in this story is highlighting Peter's intelligence. In this version (spoiler), he is responsible for the creation of the serum in the spider that bites him. As usual, I'm astonished that I'm the first one to think of that.**

**Other than that, most of the changes are there either because (A) I think they make more sense, or (B)... just for the sake of change. This is not the last time I'm going to be apologising.**

**Without further ado:**

* * *

Brackets 002 proudly presents:

ANOTHER SPIDER

Prologue

**Midtown High School,** _one year ago_

Gwen groaned. What was the point of room numbers on classroom doors if there was no obvious order to their sequence? For all she knew, Advanced Chemistry could be twenty feet away, or twenty thousand.

_ Alright, maybe not twenty thousand. But still, this sucks. I hate the first day of school._

"Hey, hottie."

Gwen froze. _Oh God, please let him not be talking to me. _She slowly turned to see what was usually referred to as a jock, staring coolly at her. Well, parts of her. _Oh. Great. _That_ kind of person._

"Name's Flash," he said, and Gwen almost burst into laughter at the sound of his dull, stupid voice. "Wanna grab a bite sometime?"

The word _no_ was almost out of her mouth before "Flash" had finished blowing air. A glance at his body language revealed a superfluous, rude state of being with _barely_ enough manners to remember to say _please_ occasionally. She smelled cigarette smoke on his jacket. His clothing screamed _football linebacker_, and his shoes blurted _overly pampered_. And his vocabulary—Ha!—and monotone revealed a person who hadn't paid attention in class since first grade. Finally, nobody would name their kid _Flash_. She had met a few people who introduced themselves by their nicknames, and so far, none of them were people she missed from her old school. Unfortunately, in the time it would take to voice her reasoning, the bell would have ringed. So, she decided to paraphrase her sentiments somehow, and decided on:

"No thanks. You're really not my type."

And cue the bell. Upon hearing the reminder that there were classes to attend with grades at stake, Flash immediately dropped the façade and ran off to parts unknown, knocking Gwen over in the process. Muttering under her breath, she got back to her feet, before taking another glance around, as if hoping that there would be a door she didn't notice earlier with a huge sign that read, "ADVANCED CHEMISTRY HERE!" Instead, she noticed a semi-rhythmic banging noise, and a locker pulsing with each _bang_. As she started to walk closer to the locker, she also noticed cries of:

"Help! Get me out of here!"

Unfortunately, the only person who was actually left in the hall was Gwen. She walked hesitantly to the locker, before knocking on it and saying, "Um, hello? Is someone in there?"

"Unfortunately, yes," said the voice, with an air of nervous exasperation. "Could you, you know, let me out?"

Gwen rested her fingers on the dial. "Sure. What's the combination?"

"31-47-6."

Gwen quickly turned the dial, pulled the handle, cursed quietly, tried again, and opened the locker. The boy who stepped out was not what Gwen was expecting. The brown hair, hazel eyes, wire-frame glasses and pale complexion were things she had no problem with. However, what took her aback was the black eye, dried blood just inside his nose that suggested a recent nosebleed, and the massive amount of Scotch tape holding his glasses together, to name just a few signs of a beating. The boy glanced at her, before quickly averting his eyes, muttering a "Thanks," and walking quickly down the hall.

"Wait!" She called, quickly following him. "Do you know where Advanced Chemistry is?"

The boy raised his eyebrows. "Are you new?"

"Yeah." Gwen laughed bitterly. "My dad got transferred, so I get put into a new school, in the middle of the first semester, right after everybody's gotten used to each other. Fan-freaking-tastic. So anyway, do you know where Advanced Chemistry is?"

"As a matter of fact, I do," said the boy. "That's my next class."

"That's convenient." And then, without thinking, Gwen asked, "What happened to your face?"

"My face?" The boy reached up and touched one of his bruises, wincing immediately. "Oh. Right. This is from Flash and company. I wouldn't do their homework for them."

Gwen raised her eyebrows. "Wow. Jerks."

"Yeah."

"Don't your friends stick up for you?"

"I don't have any friends."

His answer didn't really surprise Gwen so much as the melancholy tone when he gave it. She contemplated this a second longer before extending her hand. "Then maybe you need one. I'm Gwen Stacy."

The boy stared at her hand, then glanced at her, as though making sure this wasn't a joke, before hesitantly taking her hand and shaking.

"Peter Parker." When Peter smiled, as he did now, you could easily ignore the bruises and tape, as easily as he obviously did. "It's nice to meet you."


	2. OsCorp

**The Parker Residence,** _one year later_

_Beep! Beep! Beep! Beep! Beep! Beep! Beep! Beep!_

Groaning, Peter pushed the snooze on his alarm clock. _It's Saturday,_ he thought. _I don't have to get up for hours._

_I'm forgetting something._

Peter cracked one eye open, noting that he was resting on an open book (_Oh. That's why I'm still wearing my glasses._), and saw on his nightstand the paper he had been ecstatic about since Wednesday. The paper that announced his internship at Osborn Corporations, courtesy of Dr. Curtis Connors. The internship that he would be late to in barely an hour.

Peter leapt out of bed, tripping over the blankets and falling on his face, then sprang up, got dressed in the clothes he had set out the day before, and speed-walked to his desk, where a modified laptop sat waiting.

Not that it really matters at the moment, but you might be wondering what Peter's bedroom looked like. Imagine a 12' by 12' room, the walls painted white, that is the perfect combination of machine workshop, chemistry lab, and library. Then imagine a bed in the corner as an afterthought. That was Peter's room. He still wanted to get rid of the bed to make more room, but Aunt May said no sleeping on top of one of the bookshelves.

About a year ago, give or take a few months, Peter had begged—absolutely _begged_—Aunt May and Uncle Ben to buy him a laptop using a little of his two million dollar trust fund (SHIELD agents were well paid, so his parents had had a sizeable nest egg when their plane crashed), which Peter had ramped up to beyond state-of-the-art (Unfortunately, according to some zoning law, a dumpster in the front yard labeled "Dump Old Tech Here!" wasn't allowed, so they had to get rid of it). At the moment, it was in sleep mode, waiting for him. Peter pushed the OFF button, closed the laptop, and packed it into his Wenger computer briefcase (That's right. Product placement is everywhere!), before grabbing the paper and headed down the stairs.

He almost tripped again halfway down, this time over the black kitten with white paws Aunt May had thought it was a good idea to adopt. Felicia, the cat's name was. Fine, yes, the kitten was adorable, but really. It was a little annoying. Oh well. Peter crouched down to scratch behind Felicia's ears, winced as she attacked his hand, stood up again, and jumped the last few steps.

"Hey," said Uncle Ben, seeing Peter. "You're up. I was about to come get you. Big day, huh?"

Peter hooked the strap of his bag on his chair's backrest. "YES. I am _so_ psyched. You're still driving me, right?"

Ben nodded. "And Gwen called. She needs a ride too, so we're picking her up. By the way, how's school?"

"Painful."

Ben raised his eyebrows. "I can see that. I think you need new glasses."

At this, Peter removed his glasses and examined them. It was official; there was more tape then frame now. Courtesy of Eugene "Flash" Thompson the previous day. "Yeah. About that. I think I want contacts."

Ben practically choked on his coffee. "Good God, man, do you have any idea how much contact lenses cost?"

"Anywhere from four to two hundred dollars. There's not much difference in price between them and my normal glasses, and these are starting to get ridiculously thick."

"Alright, fair enough. I'll talk to your aunt about it. In the meantime, do something about that black eye. People don't take people with black eyes seriously."

One Pop-Tart and a little makeup to camouflage Peter's ever-present bruise later, and Peter got in the backseat of his uncle's old station wagon.

"Why are you in the backseat?" Ben asked, still outside the car. "I was going to let you drive. Use that permit of yours. I mean, really, weren't you talking to your aunt about that yesterday?"

"She told you about that?"

"She tells me about _everything_, Peter. I thought you would know that by now. I would think you would at least have shotgun."

"I was saving that for Gwen."

"Awww. You're so sweet."

"Shut up."

Ben gasped. "_Manners,_ Peter!"

"Shut up, _please._"

Ben grinned. "That's more like it. Sure you don't want to drive?"

Peter hesitated. "Yeah, I'm fine." He checked his watch. "When you're driving, could you break a few speed limits? We're pushed for time here."

"Right," said Ben, starting the car. "Let's drive!"

_Roughly twenty minutes later_

"Hey, Gwen," said Peter, as the amazingly pretty (_No. No. Don't go there. You'll never have a chance_.) Gwen Stacy opened the door to the passenger seat. "Can you believe our luck?"

Gwen raised her eyebrows. "Peter, luck has nothing to do with it. Internships were offered to the 'best and brightest,' right?"

"And both of us have that honor. Yeah. Luck."

"Whatever. Hi, Ben."

"Hey, Miss Stacy," said Uncle Ben courteously. "Has Peter proposed to you yet?"

Peter groaned and buried his face into his hands.

"He's in love with you, you know," Ben continued. "Whenever I mention you, he blushes. And look at him now! He can't stand that I'm telling you. Ha ha! Sorry, Pete."

"Kill me now," moaned Peter.

"Can't. The car doesn't have any deadly weapons. And crashing the car would suck. So, what's this internship about?"

"Well," said Peter, looking up again, "Dr. Connors is trying to develop the super-soldier serum from World War 2 for use today. He's a pioneer in genetic engineering, so we'll probably be working on the modification of DNA."

Ben furrowed his brow. "So, to recap, you're making super hero steroids."

"Huh?"

"Never mind. I won't call it that around May. Oh, guess what?"

"What?" asked Gwen.

"We've been circling the OsCorp building for the last three minutes. You two need to pay more attention." With that, he pulled up at the front door of the massive skyscraper. "Have fun. Call me when you want to get picked up."

"Bye, Uncle Ben," said Peter, climbing out of the car.

"See you," said Gwen, following suit.

**Inside the lobby**

"Can I help you?" called the secretary at the desk to their right.

Peter slowly approached the desk. "Yes, we're here about the internship."

"Oh. Of course. One moment." The secretary started digging through a drawer. "What are your names?"

"Peter Parker and Gwendolyn Stacy."

"One moment." The secretary returned her attention to the drawer. "Let's see… Charlie Wiederman… Miguel O'Hara… here's Stacy…" she handed an ID badge to Gwen. "Parker, Parker… Ah. Here you are." She passed a second badge to Peter, who looped the lanyard around his neck. "Dr. Connor's laboratory is in the third floor."

"Thank you," said Peter, before hastily following Gwen up the escalator.

**Dr. Connors' lab,** _two minutes later_

"Alright," said Dr. Connors. "Glad you two could make it."

"Hello, sir," said Peter, starting to extend his right hand, changing his mind when he saw the stump where Dr. Connors' right arm should have been, and offering his left. "So, what would you have us start with?"

"I assume you know what our eventual goal is."

"I do." Peter glanced at the holographic projections around the room. "An army of Captain Americas."

"Yes." Dr. Connors turned back to the display he had been interacting with before. "An examination of the DNA of Steven Rogers—the original super soldier—reveals that the original serum modified his genome. We're looking for a way to do the same."

Gwen examined the projection over his shoulder. "What, and traditional methods of gene splicing won't work?"

"Unfortunately, no. I'll show you what happened to the mice we tested that on. But, I'll do that in an hour or two to make sure you've digested your breakfast, because you may throw up. Some of the other interns did."

"…Great." This was from Peter, who had taken a seat at a nearby desk and was wirelessly syncing his laptop to the hologram projectors. "Just gimme a sec… there." A host of new images filled the air behind the display Gwen and Dr. Connors were examining. "This is amazing tech, by the way. Can't wait until the hologram projectors are put on the market."

"You'll be waiting a while," said Dr. Connors, walking to where Peter sat and examining the intensely modified laptop. "OsCorp's had these for quite some time. Now, what are you working on there?"

Peter used a stylus to touch a corner of the touch screen-like keyboard of the laptop, sending a hologram of the calculations he was making up into the air in front of the desk. "I thought I'd get started."

**Norman Osborn's office,**_ meanwhile_

Norman poured through the list of new interns, checking G.P.A.s and statewide testing scores. This year's crop was surprisingly good. _Excellent. Maybe public schools are doing something right. Perhaps I should send Harry to…_

_ Oh no._

_ Nononononononono!_

Norman's trembling finger was resting on the name _Peter Parker_. Norman silently prayed to every god he knew of that it was just a coincidence, that this boy _wasn't_ the son of Richard and Mary, but the Goblin confirmed it. _It's him. That's the Spider._

Norman was halfway through dialing security on his phone before rational thought took over. _Well, he is one of the brightest students New York, if not the entire country, has seen since Reed Richards. He could be the one to crack the serum._ Norman turned his thoughts inward. _What do you think?_ he thought, addressing the Goblin.

_We'll have to be very careful,_ said the Goblin. _Give him a fairly long leash, and wait for them to finish creating the serum._

_ And then we kill him._

_ Yes. Then we kill him._

* * *

**A/N: Sorry this took so long. I haven't had real access to a computer in the last while.**


	3. The Serum

_Eight months later_

"ARGH!" said Peter, smashing his forehead down on the desk he was sitting at. One muttered "ow" later, he lifted his head back up, ignoring the other interns snickering at the red mark on his forehead, and demanded, "Why is this so difficult?"

"Because," said an intern in the back, "It's a complicated serum. Adding onto human genes in the way we're attempting to has never, _ever_ been done before. Except with Captain America, of course."

"It was a rhetorical question, Charles. Shut up."

"Thank you, Gwen," said Peter, standing. "Why are we going about the problem in the way that we are? We could just take a normal human's genome, compare it to Steve Rodgers', see what's added in, pull it out of the Captain's… genome…" Peter dropped his head into his hands.

Dr. Connors cleared his throat. "Peter? Is there a problem?"

"Not at all, sir." Peter lowered his hands. "In fact, I think I have the answer. It's not exactly the super soldier serum, but it might be a way to go BEYOND super soldier."

"What is it?"

Peter ran back to his laptop. "Maybe a year ago, I had an idea of how to create a computer chip the size of a molecule. Gwen and I worked on the idea for a week of two, and here's what we came up with." He pressed a digital key on his laptop, and a molecule appeared in the air, the hologram shimmering slightly then solidifying. "It's essentially a whole bunch of buckminsterfullerenes, with silicon atoms attached, chained together. Electrically charge the atoms in certain combinations, and you can 'program' it to do whatever. For example—" and here Peter entered a few commands, and several restriction enzymes appeared—"You can make it control exactly where the restriction enzymes cut." He tapped several more virtual keys, and a thread appeared. If you were to look closely, you would see that the thread was actually a length of DNA. The enzymes and molecule that Peter had put up earlier shrunk down to the scale of the DNA, and then two enzymes cut out a piece of DNA completely.

Dr. Connors stepped forward. "That's all very well and good, Peter, but—"

"Let me finish." Peter typed furiously, and a piece of DNA appeared at the same scale as everything else. "This gene is completely random. It's solely for the purpose of demonstration. Look: you could also program the molecule to control what fills the newly created gap. Like so." And two more enzymes appeared, pushed the gene into the hole that was created in the larger strand of DNA, and sealed it in place. "Ta-daa."

"Alright, I'm impressed," said Dr. Connors. "That has a very good chance of working. But what did you say about going _beyond_ super soldier?"

Peter grinned. "Do you know what the strongest animal on earth for its weight is?"

"Of course. The rhinoceros beetle." Wait for it. "So you're saying that, if we were to replace the human gene relating to strength with that of a rhino beetle, the human could lift 750 times his body weight?"

"Or her," said Debra Whitman from the other side of the room.

"In theory," said Peter. "One injection and suddenly some guy has Hulk-level strength."

"Or some girl."

"Which would be really, really cool," said one of the other interns. "So, are we working on that now?"

Dr. Connors ran his hand through his hair. "Not at the moment. I'll have to get this idea approved by the powers that be. We can assume, though, that sooner or later we will be working on this." He thought for a second, before adding, "You can all take the rest of the day off."

You would be absolutely _shocked _at how fast the lab emptied.

**The Parker Residence,**_ forty-five minutes later_

"Aunt May, we're home," called Peter, stepping through the front door.

"Oh, Peter!" said May from the kitchen. "You're home earlier than usual. You weren't fired, were you?"

"No, I wasn't fired," said Peter, rolling his eyes. "Dr. Connors said we could all take the rest of the day off. Actually, I might be promoted to head intern because of the presentation I made toda—oh. Who's this?"

The redhead gave a half-smile from her seat at the table. "Hi."

"Peter," said May, "This is Mary-Jane Watson. She's Anna Watson's niece, and she just moved into Anna's house."

"Nice to meet you," said Peter, sitting at the seat across from Mary-Jane and shaking her hand. Several seconds of silence later, Mary-Jane spoke. "So, what do you like to do?"

"Probably nothing you would be interested in," said Peter, dropping his bag on the floor. "Reading, writing, a little bit of art, tinkering with stuff, various projects, and I've got an internship at OsCorp. You?"

"Nothing really," said Mary-Jane, sipping a glass of water Aunt May had given her.

Awkward silence.

"Can I call you MJ?" asked Peter. "Not to be rude or anything, but Mary-Jane is sort of… long."

MJ thought for a second. "Sure. I like it."

Uncle Ben poked his head into the kitchen. "Huh. Looks like Gwen has some competition," he said, chuckling. He stopped laughing when a napkin, crumpled into a ball, hit him on the nose. "I'm not picking that up, Peter."

"Actually," said MJ, "I threw that."

"You I'll pick it up for," said Ben, stooping to collect the napkin. "And, may I add, you have fantastic aim."

"Why, thank you. I spend a lot of time throwing a bouncy ball at my bedroom door."

"See, Peter? If you were to _practice,_ you would be a great shot." To MJ, he added, "He can't throw a baseball to save his life."

"Hey! I'm right here!"

"Well, of course you are. I would never tease you behind your back. That's just mean-spirited."

Peter turned back to MJ, ignoring his uncle. "So, would you like to see my room?"

"Sure, why not." MJ followed Peter up the stairs, snorting as Aunt May called "Keep the door open!" after them. "Is she always like this?"

"She has good intentions," said Peter, his hand resting on his doorknob. "And good reasons. I come home with a black eye at _least_ once a week." With that, he opened his door wide. "Voila. My bedroom."

MJ took a step in, and looked around. "It's a bit messy."

"Yeah, I know," said Peter, looking around and smiling at the papers scattered about, the half-assembled machines on a card table in the center of the room, the overflowing bookshelves. "I like clutter. Too much tidiness creeps me out."

"Huh. So who's that?"

"Her?" Peter glanced at the photograph he had pinned to the wall above his desk. "That's Gwen Stacy. One of the grand total of three friends, if I include you, I have had in my entire life. Aunt May _must_ have mentioned her."

"Oh, _that's_ Gwen? Yeah, your aunt says she's made an _enormous_ impact on you."

"90% of my confidence comes from knowing her. I have no idea where I'd be if it weren't for her." Peter paused, and then hurriedly changed the subject as he realized where the conversation was most likely headed. "I don't really have enough room in here for everything I want to do, so a lot of my stuff is in the attic." He pulled the string to the trapdoor, the ladder coming to rest at MJ's feet. "After you."

MJ slowly climbed the ladder, finding herself in a medium-sized attic. A few dozen boxes lay about, most of them crammed with stuff, and a large workbench was in the middle of the room, with various half-completed projects resting on it. One of them was a collection of notes on elastomers with bottles of chemicals acting as paperweights to keep them stationary. Another was what looked to be a dismantled wristwatch. Still another was a sculpture made of fully completed Rubik's cubes.

"I got bored," said Peter, by way of explanation of the latter.

"Did you solve all of those?"

"Yeah. Took an average of twenty seconds, if you include the one I solved when I was four."

MJ's jaw dropped.

"What?"

**Midtown High School,**_ two weeks later_

"OW!" Peter staggered backwards, out of Flash's reach, holding his freshly re-bruised eye. "I _said_ I was sorry, Flash," he said, backing away. "What's wrong with your real name? _Eugene_ comes from the Greek word literally meaning 'wellborn'. So really, I was sort of complimenting you… ARGH!" Hopping on one foot, he clutched the spot on his shin where Flash had kicked him.

"Shut up, Parker," he said, punching Peter in the gut. "I don't like it when people call me Eugene."

"I noticed," gasped Peter, slowly getting up. Seeing Flash pull his arm back to strike another blow, he shut his eyes tightly…

And three seconds later, cracked one of them open again to see Gwen standing between Flash and he.

"Knock it off, Thompson," she spat. "You do realize that everything you do to Peter, I can report to the principal. You _will _lose your spot on the football team if you don't stop it, _now._"

_She's bluffing,_ thought Peter immediately. _If she actually would do that, she would have long ago._ Peter had insisted, roughly two days after they had met, that she not tell the principal, because if she did, they would both be pounded into the ground.

Of course, Flash didn't need to know that.

Flash glared at Gwen for several seconds before turning away. "You're lucky I don't hit girls, Stacy."

Gwen grinned. "Yes, I know."

** Dr. Connors' lab,**_ later that day_

"Okay," said Peter, watching as what looked like miniature lightning bolts pulsed through a vial of silvery-black solution, "so, the nanotechnology is being programmed, we have the necessary enzymes, and we have DNA sequences to complete this little cocktail. Now what?"

Dr. Connors crouched next to the vial. "Now we test it."

"Not on animals!" cried another intern.

It was at times like this that Peter wished he still had glasses to adjust instead of contacts, but he settled for raising his eyebrows. "Not on animals? Would you prefer human trials? It works perfectly on the computer simulation, so I don't see what the problem is."

"Testing it on animals would be cruel!"

Peter rolled his eyes. "You mean testing it on an adorable rabbit would be cruel. Fine, then. Let's start with something that isn't a mammal. Picking one at random…" he noticed a spider scuttling across the table, coaxed it onto his hand, and examined it. "Let's test it on this common house spider."

The intern considered this for a second. "Alright. That would be okay, I guess."

The timer beeped and the electrodes the vial sat sandwiched between stopped producing a charge, allowing the vial of nanotech to be removed. Peter smiled and dropped the spider into a specimen jar, closing the lid. _Okay, that might have been rude, but it proved a point. Sort of._ "Alright, it's done. Somebody grab the vial of DNA over there, please."

Once someone did, Peter handed the nanotech to Gwen, who put it, the vial of DNA, and the vial of the enzymes into a machine custom-built for this specific task. The machine pushed a syringe into each vial, extracted a carefully calculated amount from each, and inserted the resulting combination into another syringe, which was removed from the machine and given to Dr. Connors.

"Thank you, Gwen," he said, holding the needle up to the light. "Alright, listen. All of you. We may need to test this more than once, to make sure it works and this spider wasn't just a miracle exception. Somebody find another common house."


	4. The Bite

_The next day_

"Thanks for the ride, sir," Peter said to Captain George Stacy, stepping out of the car. (Not a police car, of course; the one he used when off-duty.) He had asked Gwen's dad to drive him to OsCorp because his uncle had something important to do at work today and his aunt had been otherwise occupied. (Just as well: she drove like an old lady.)

It was Saturday, so the rest of the interns were taking the day off, but, according to Dr. Connors, somebody had to take a cell sample of the spider (they hadn't managed to find a second common house), and Peter, who lacked something better to do that day, had volunteered. Gwen had so graciously agreed to come along, as she had left her book there the day before, and she was better at using the genome mapper thingamajig. Steadier hands and whatnot.

Peter held the door open for Gwen, then jauntily waved to the secretary on the way past. He then tripped over the first step of the escalator.

"Slick."

"Yeah, yeah, yeah. I wasn't looking where I was going. Don't ruin my mood."

"Don't worry. I'll save that memory for blackmail."

Peter grumbled under his breath all the way to the lab.

**Norman Osborn's office,**_ meanwhile_

Norman rubbed his brow, pacing his office. Good news: they had finished the serum. Looked like he had been right to keep Parker around. Bad news: they had had the absolutely _brilliant_ idea of testing it on a common house spider. Apparently, God had a sense of humor.

_An absolutely _terrible _one._

Norman turned to the mirror that the floor-to-ceiling window had polarized into. Yes, he knew that the slightly more deranged-looking version of him in the mirror was a hallucination brought on by his schizophrenia (if that is what it was; he preferred to think that his, ahem, "condition" was unique), but, what the hell. The Goblin was immoral, but his advice had catapulted Norman into financial success.

"Well?" He asked. "Parker's taking a cell sample of the spider today. What do you recommend I do?"

The Goblin's answer was immediate. "Kill him."

"This isn't like what we did to Richard and Mary! Peter is downstairs, in the lab, _right. Now._ We don't have time to arrange—"

"Last night I went to the lab and rigged a few chemical explosions. We can finish the job when Parker's in the hospital."

Norman blinked. "You took over my body when I was sleeping. You can do that."

The Goblin shrugged. "It's a fairly recent development. I think it's the result of the steroid you're using. You'll find the command to detonate in that file."

**Dr. Connors' lab**

"Refresh my memory," said Gwen. "Why did you volunteer to take a cell sample? That spider is the size of a quarter, and your hands shake. It's slight, but it's enough to mess up."

Peter coaxed the spider onto his hand from its enclosure. "I know. But really, Gwen. I'm touching the spider with a Q-Tip. Where exactly is an opportunity to mess up?" With that, he gently touched the end of a Q-Tip to the spider, collecting a few loose cells. "Alright, done. Here you are," he said, passing the Q-Tip to Gwen, "And now—"

_Boom_.

Peter's knees buckled in surprise as several vials (with cleverly concealed detonators) exploded, several painful-looking shards of broken glass flying over his head as they did. One or two of the shards grazed Gwen, but, well, the computer was on the opposite side of the room, so she was more or less out of range.

"GAH!" she yelled, shielding her face. "What the Hell happened?! Did you do something?"

Peter stared down at his hand, an expression of horror on his face.

"Peter?"

"It bit me," he whispered, slowly climbing back to his feet. He rotated his hand so Gwen could see the spider, which had its fangs buried into the base of his thumb. A tingling pain was shooting up his arm in time with his heartbeat as his pulse carried the venom (and serum) throughout his body. It probably wouldn't have been that terrible if it was in one small spot, but compounded upon itself the way it was, it almost caused Peter's knees to buckle again.

Imagine, then, what it felt like when the serum reached his brain.

Peter screamed, clutching at his head. _Pure pain_ was probably what the best way to describe the sensation was, so you shouldn't be surprised to hear that he lost his footing, falling forward. His brain seemed to decide that it would probably be better if Peter didn't feel this anymore, and he was unconscious before he hit the ground.

"Oh my God! Peter!" Gwen ran to his side, panicking for barely a second before rational thought took over. She hurriedly checked for a pulse and breathing, then checked for swelling on his bitten hand. _Huh. None to speak of. Not that I'm really surprised; common houses are hardly dangerous to humans. But what…?_

And then she saw it. The spider had been smashed by Peter's falling hand, and when Gwen looked at what was left, she noticed trace amounts of a silvery-black solution. Looking closely, she realized that it was almost certainly the serum that they had tested on the spider. _So, it's safe to assume that the serum had something to do with Peter's passing out. I need to collect that._

Gwen ran to the table and grabbed the smallest vial she could find.

**The Great Web**

"WOAH!" screamed Peter when he found himself falling through blackness.

Actually, that wasn't quite true. It was dark, sure, but not pitch black. Now that Peter's eyes had adjusted to the darkness, he found that there were strands of a transparent silvery material crisscrossing through the air around him. When he strained his eyes, he realized that the strands were forming some kind of huge web, spanning as far as the eye could see, and presumably farther. Spiders were scurrying across the lines, weaving small webs branching off of them, and here and there, Peter recognized distinctly humanoid shapes, navigating and weaving the web as easily as the spiders.

One of the men (_Spider-Men?_) swung past him on what looked like a thin cord made of spider silk, and Peter took the opportunity to try and examine him. Really, it was impossible to know what he looked like, as he was covered in a full-body skintight costume and mask. The costume itself, though, was (as if I needed to describe it) red and blue with a black web-like pattern on the red areas, white, reflective eyepieces on the mask, and a spider symbol on his chest and back. His head turned to glance at Peter, and then he fired another webline out of the underside of his wrist (or rather, the metal cylinder that Peter noticed was mounted there) and zipped in the opposite direction.

_Pff. Thanks a lot. Doesn't even try to help me out._

Right. So, still in freefall. Peter reflected that it was odd that he wasn't panicking, but then again, this was obviously a lucid dream. Even so, his body seemed to operate on reflex, and the first chance he got, he grabbed one of the lines of spider silk, lacheing (Yes, I did spell that right. A lache is a parkour move.) forward to another strand, which he automatically bounced off of to propel himself even farther. Some sort of automatic system in his brain guided him to tuck into a ball, and he somersaulted through where one of the Spider-Men was working, barely missing a few of the lines.

"Hey!" yelled the Spider-Man, who was wearing the same costume as the one he had encountered earlier. (Actually, a lot of them had that costume, or something close to it.) "Watch it!"

"Sorry!" he called back, uncurling so that he was upside-down and facing the Spider-Man. Pulling one more half-flip, he landed in a spot where several weblines intersected to form a classic spider web, instinctively dropping into a crouch.

"And he sticks the landing!" called a voice eerily like Peter's from behind him. "Nicely done, for a first time."

Peter turned and saw a man standing on one of the weblines, balanced as easily as though it was three feet wide, rather than two millimeters. The man was wearing fairly royal-looking yet conservative clothes, the main coloring white and gold, with a gold spider set on the chest of the outfit. He was also wearing a white cloak with the hood pulled up, but it was obvious that was just because it looked cool, as Peter could see his whole face (he looked more or less how Peter expected to in his fifties) and the light was at a decidedly low level. He wore a sort of crown or headdress made of thick gold wires that resembled the black pattern around many of the Spider-Men's eyepieces, with four little flares on the outer edge of each half-moon shape that stretched around to the back of his head.

Peter raised his eyebrows. "Who, exactly, are you?" He looked around. "Is this a dream?" and then, to himself, "Of course it is. What else could it be?"

"Weeeeelllll, technically," said the man, "yes, this is a lucid dream. But, if you're to look at this in a metaphysical sense, this is actually very real. So, I guess that would be yes and no."

"Not helpful. I'm just going to assume that this is a dream, as I was in a lab in OsCorp forty-five seconds ago."

"Fair enough. That's your right." The man paused, before shaking his head and walking towards Peter on the webline. "Where are my manners? Allow me to introduce myself. My name is Anansi."

Peter, still in a crouch, tentatively extended his hand and grasped Anansi's to shake…

_He grasped the webline, pulling hard and shooting toward where it was anchored. Reaching the wall of the building, he ricocheted off, bouncing back across the street and into the gap between an apartment building and a bank. Vaulting off of a fire escape, he did a barrel roll in midair before touching his fingertips to one of the walls and scurrying across it like a spider. Flying out of the alleyway, he pressed his middle and ring fingers to the button on his palm and fired another webline out of the disc on the underside of his wrist. Adhering to it with the tip of his index finger before it flew out of reach, he held it between his thumb and the knuckle of his forefinger, swinging in a tight arc and slingshotting onto the roof of another building. Immediately breaking into a run, he sprinted across the roof at a hundred and thirty miles per hour—his top speed—and leapt off, propelling himself over a hundred feet into the air._

_ "WHOO-HOO!"_


	5. Week 1

**Dr. Connors' lab,**_ three minutes later_

_**Day 0**_

Peter blinked his eyes open, finding himself on the floor of the lab. Ignoring the silent protest his muscles put up (_Why am I so sore?_), he pushed himself up into a kneeling position.

"Argh!" Gwen fell backwards from where she was crouched, the silvery-black contents of the vial almost spilling onto her clothes. "That was sudden."

"Sorry," said Peter, standing. He offered his hand to help Gwen up, but she ignored it, scrambling to her feet herself. "So, what just happened?"

"Well," said Gwen, "you were bitten by the spider we tested the serum on, and promptly lost consciousness. And you accidentally smashed the spider."

"I know all that, Gwen. Okay, not the smashed spider part, but still. Why, exactly, did I pass out?"

Gwen examined the vial she was holding. "I think it had something to do with the serum. This is still the prototype, so something might have gone wrong. I think it's possible that the serum altered the area of the spider's genome that creates venom, turning it into a sort of tranquilizer. Still, I think you should check into the medical ward, just in case—"

"Just in case of what? If the effect was that fast, and it turned out to be fatal or something, I'd probably already be dead. Same with any other symptoms. Other than my head hurting from where it hit the floor, I feel _fine_. If something comes up, fine. I'll check into the hospital or something. In the meantime…"

"Alright, whatever. It's your life. But don't say I didn't warn you."

**Midtown High School cafeteria**

_**Day 3**_

"So," said Gwen, taking her seat across from Peter (no one else sat at that table, except occasionally MJ), "Any symptoms yet?"

"Not that I've noticed," said Peter, digging into the sandwich he brought from home (the things the cafeteria ladies called hamburgers literally _dripped_ grease). "I'm quite a bit more attentive, though. I can literally read in class and pay attention to the teacher at the same time, which, as you know, is really hard to do."

At this point, MJ walked past the table, and Peter realized that if she kept walking on the route that she was, she was going to slip on the puddle of water next to the table (the one Peter had noticed the second he got within twenty feet of it). "MJ, watch out—"

Too late. As MJ slipped on the puddle of water, Peter whirled, flung out an arm to break MJ's fall, and caught the tray of food she had been carrying, all the food falling neatly onto it.

Peter and MJ stared at the tray. "Wow," whispered MJ.

"…Wow," agreed Peter.

"Great reflexes."

"Um, thanks." And then Peter blinked. "Uh, here's this," he said, handing the tray to MJ.

"Thanks." MJ took her tray and carefully walked around the puddle to sit down.

Peter tuned back to Gwen, who had watched the whole scene with raised eyebrows. "…And apparently, my reaction time's gotten better."

**A/N: I am **_**so**_** sorry.**

** The Parker Residence**

_**Day 5**_

Peter rubbed his temples, trying to stop the headache. They had come and gone over the past few days, and Peter had noticed that each time it happened, he was a little more alert, a little more attentive. That doesn't mean they weren't uncomfortable.

Gradually, the headache faded, leaving Peter with a half-full glass of water and slight bruising on his temples. Sighing in relief, he dropped his hands and returned his gaze to the book open at his desk. _That was inconvenient. Now I've lost my place._ Peter scanned the page, finding his place in a matter of one second. _Ah. Here we are._ Peter reached for the glass of water as he read, then froze when he heard a _crunch_, followed by pain in his palm. He slowly turned his head and saw his closed, bleeding fist, and the remains of the glass that he had crushed like nothing.

_What the heck is going on?_

_**Day 7**_

Peter woke up screaming.

A head-splitting migraine had attacked him in his sleep, and he now clapped his hands over his ears, squeezing his eyes shut. But that didn't filter out all the noise, or the vibrations that he felt touch his skin. He staggered out of bed, running with his eyes closed to his bedroom door, hopping over the card table in the center of the room as he did. He didn't care that he was able to _hop_ four feet into the air at the moment, nor that he could feel the general shape of the room because of the vibrations he felt. All that mattered right then was that his head felt like it was about to split open, and he was going to throw up.

Vibrations. Sound. The miniscule amount of light filtering in through his eyelids. He was aware of hundreds of the things they revealed simultaneously, far, far more than the human brain can take in at once. _Make it stop,_ he wanted to scream, _make it stop!_

Reaching the bathroom door, he rammed against it, and felt the resistance that it put up suddenly fail as the door was ripped off its hinges. He flipped up the toilet seat, still keeping his eyes closed, and vomited his guts up.

Peter stayed that way for the better part of an hour, squeezing his eyes closed, his hands pressed over his ears, shaking, occasionally puking into the toilet, until the migraine subsided into little more than a bad headache as his capacity to take in all this information increased to catch up to the speed he could process all of it at once. He tentatively removed his hands from his ears, and once the migraine didn't return, slowly opened his eyes.

Believe me; no one wants to see meatloaf a second time.

Peter winced, flushed the toilet, and tuned to look at himself in the mirror. It was then that he realized that he hadn't turned the lights on. Rather than walk over to the switch, he grabbed his toothbrush and hurled it at the light switch, automatically catching it when it turned the lights on and bounced back.

Peter's jaw dropped. _I couldn't do that a week ago. _He stared at the toothbrush in his hand, then turned his gaze to the deathgrip he had on the side of the sink with his other hand. Without even trying, he had squeezed so hard that a piece of the sink had come off in his hand. He stared at the broken ceramic in his hand, before turning to look at the door. Which he had accidentally ripped off the frame so it was now lying on the ground at his feet. Peter blinked once, twice, then pulled off his shirt to see what kind of muscle he must have had now.

His brow furrowed. Not that he could see without his glasses; that was a given, as Peter had been too lazy to remove his contacts the night before. What confused him was that there was very little muscle visible, and what was there looked irregular, as though muscle was just starting to develop.

Incredible strength for his size. Altered sense of touch: he could feel vibrations that would have been undetectable to him a week ago. Altered mental functions: he was far, far more aware of his surroundings than a normal human should have been, and he could feel general shapes in his environment thanks to the frequency and placement of the vibrations he felt. Increased speed: he had run twenty feet in roughly half a second. Peter catalogued all this almost instantly, reaching the obvious conclusion: _Something has happened to me. But what…_

His gaze flicked over to the bite mark on his right hand. _The spider?_ He took a closer look at the mark, and noticed something almost undetectable: a slight silvery-black dusting on the inside of the bite. He immediately knew what it was.

_The nanotech. That spider bite contained the serum._ And then a thought struck Peter. _There was nothing to get rid of the removed DNA, was there? Yes, it would eventually break down and dissolve in the body of the test subject, but in the meantime, hypothetically, the serum could have become spider-based._ He began to pace. _What was the serum programmed to modify? Strength, speed, agility, the composition of the cell membrane of skin cells, metabolism, several mental processes, sense of touch, reflexes, reaction time… Am I missing anything? Durability and coordination. Right, so I can assume that my DNA's been replaced with that of a common house spider's in all of those areas. I can test that at OsCorp tomorrow. Wait, that's today now._ _But in the meantime, I really need to get some sleep._

**Dr. Connor's lab,** _later_

A side-effect of his increased coordination, Peter was pleased to find, was that his hands no longer shook. This was insanely convenient, given the circumstances, because he had two cell samples to run through the genome mapper. First taking a strand of his hair, as it had died long ago and thus hadn't been affected by the serum, he ran it through the machine and cross-referenced it with his second sample, which came directly from a capillary in his fingertip. (For those who don't know, a capillary is an extremely thin type of blood vessel that branches off of arteries.) The result was, while not surprising considering the self-lecture he had given earlier (the one you skipped a minute ago unless you're a nerd like me), but decidedly gape-worthy.

Ten percent of his genome had been replaced.

Again, for those who don't already know, that's three hundred million bases.

I'm going to say that again, because Peter was still trying to take it in. _300,000,000 bases_.

Peter leaned back from the display, gripping the edge of the desk behind him, and accidentally crushing it. _For the love of God… Note to self: Everything is made of tissue paper now. Be Careful!_ Not that he expected this to help; his list of things to fix already included _Bathroom doorframe_, _Alarm clock,_ _Car door handle,_ _Bathroom sink_, and _Bedroom doorknob_. He had wisely decided not to touch his laptop.

Peter rubbed his eyes (_Apparently, My durability has increased with my strength. That's convenient._), then called up the genome of the common house spider, which they had saved in the machine's memory. As he suspected, the modified areas of his DNA precisely matched the same areas in the spider. _I was right. I'm not sure if I'm pleased or concerned._ After checking to make sure that the modified areas of his genome were what the serum was supposed to modify, he reached for his phone, _carefully_ drew it out of his pocket, and called Gwen. The conversation sounded something like this:

"Hello?"

"Hi, Gwen. It's me."

"I know it's you, Peter. Caller ID, remember?"

"Yeah, whatever. Listen, something's happened."

"What sort of _something_? Has the bite had any effects yet?"

"You have no idea. Gwen, the bite contained the serum."

"…"

"Gwen?"

"Oh, my God. Peter, this is horrible. Those genes that were in the serum were completely random. We have no idea what—"

"There was nothing to destroy the removed DNA. By the time it bit me, the serum was spider-based."

"What?"

"You heard me. I am now ten percent common house spider."

"In what areas?"

"Turns out, our programming was dead on. My genome's been changed in exactly the areas we wanted the serum to modify. Strength, speed, agility, all of it." And then a thought struck Peter. "Could you meet me at Midtown High's track?"

"Why?"

"Because the abilities seem to be developing over an extended period of time—"

"28 days."

"What?"

"That's how long it takes for an entire set of cells in the body to renew themselves. That's probably how long it'll take for your abilities to develop."

"Oh. That's… good to know. Anyway, I want to monitor their development, and Midtown High's track on Saturday seems like a good place to do that."

"So should we meet there in, say, an hour?"

"Sure. Perfect. See you there." Peter hung up his phone, taking a deep breath. He had told Uncle Ben not to wait up for him, as he would walk to Gwen's apartment after running the errand he said he needed to run in OsCorp. However, his apparent destination was now a good deal farther away, and if he was going to make it in time, he would need to move quite a bit faster than walking.

Peter thought for a second, and then leapt twenty-five feet into the air, somersaulting twice before landing in a crouch where he had been. He grinned. _This is Day Seven. I'm twenty-five percent of the way through my… transformation. And I can jump like THAT? _He slowly stood up, thinking. _I could get to the track that way. I've studied parkour before, and now I can do it on a superhuman level._

_To the school!_

**Midtown High School track,**_ one hour later_

Gwen glanced around, then immediately checked herself. _I'm not doing anything immoral. Why am I so nervous?_

_Because my friend's gone superhuman and it wouldn't be a good idea to tout it to the world. Now where is he?_

Gwen' silent question was immediately answered when a soft _thump_ was heard from the roof of the school building behind her. She looked up, and her jaw dropped. There was Peter.

On the roof of the school.

"Hey," he said, waving. "One sec." And with that, he hopped off the roof, landing in a crouch. Standing, he asked, "So. How're you this fine day?"

Gwen, quickly recovering from her surprise, smirked. "Very chivalrous. And I'm fine. Your state of being, however, is way more important than mine. What _abilities_ are manifesting?"

"Well," said Peter, "my awareness of my environment, plus sensitivity to vibrations, is increasing almost faster than my capacity to take it all in. My brain is taking in and processing way, way more detail than a normal human's brain can. So I'm gaining a sort of hyper-awareness. And watch this!" He glanced around, looking for something to demonstrate with, before leaping over to a nearby dumpster (Gwen raised her eyebrows at the distance), grabbing it and lifting it over his head.

Gwen's jaw dropped.

"That's _exactly_ what my reaction was. Although, truth be told, it's a little… hell, it's _really_ annoying. Today alone, I've smashed my alarm clock, ripped a door off its hinges, and crushed basically everything I've touched."

"Well," said Gwen raising an eyebrow, "I'm glad you haven't touched _me_ yet."

Peter nodded, setting down the dumpster.

"Um, Peter," said Gwen, "Question. See, I'm noticing increased muscle mass, but spiders don't even _have_ muscles. They move their limbs—"

"—Hydraulically. I know. I think that my muscle cells are turning into microscopic hydraulic channels, which makes them slightly thicker. Compounded upon each other, at day 28, I expect I'll be able to lift… oh… about 100 times my weight. As I weigh 150 pounds even, that means I'll be able to lift around seven and a half tons."

"I see."

The next thirty minutes were spent gauging Peter's abilities at this point. Even now, at day seven, he could feel previously undetectable vibrations, lift nearly two tons, jump twenty-five feet into the air, and run at 46 feet a second. And as for agility, well…

Most of you have probably been watching the 2012 Olympics, so I'll put it this way. You know Gabby Douglas, "The Flying Squirrel"? (If not, look her up. She's a gymnast.) What she did on the uneven bars can barely compare to what Peter did on the pole vault bar on the field.

Peter hung upside-down under the bar by his hands, his legs bent in a crouch-like position, after doing his thing on the bar. "So," he said, his head cocked to one side, "how was that?"

Gwen shut her jaw with a _snap_.

"I'm going to assume that means it was impressive."

As Peter spoke, his wallet slipped out of his back pocket, and he caught it reflexively as it fell. After a pause, he shuffled though it, the bar now in the crook of his knees as he used both hands. "You know, there's only a few dollars in here," he said, half to himself. He straightened his legs, catching himself on one hand as he fell and cartwheeling onto his feet. He turned to Gwen and said, "Can I buy you coffee?"

* * *

**A/N: Don't worry, Gwen's acquiring powers in the next chapter. I know this isn't really the conventional way of spider powers developing, but to me, it seems more realistic. It actually does take 28 days for an entire set of cells to renew themselves.**

**Well, skin cells, anyway. I'm too lazy to look up the time it takes for the rest of them to renew.**

**Once again, I'd like to apologize for the snippet from the 2002 movie, and politely request you to leave a review for this chapter. _Merci _and _au revoir._**

**__(That was French for _Thank you _and _until we see each other __again_... or something like that.)**


	6. Power

**Gwen's Apartment Building, **_some time later_

Gwen jabbed again at the _up_ button on the elevator, before finally deciding it must have been broken. She _harrumph_ed, heading instead for the stairs. The door was already propped open. In hindsight, she should have taken that as an indication that the elevator was out of order.

About halfway up to her floor, Gwen felt her phone vibrate. Taking it out of her pocket, she read Peter's text: _what mental processes were the serum supposed to modify?!_

Gwen started to text a response, and in so doing didn't look where she was going. Midway through typing the word _instincts_, she felt her foot slip and she fell forward, hearing an audible _crunch_ from her pocket when she landed, followed by pain in her leg.

_Oh no._

Gwen looked into her pocket and saw the crushed remains of the vial that contained the serum, a few tears in the thin lining of her pocket from the broken glass, and a very small bloodstain.

_Oh God no!_

She felt a pins-and-needles pain pulsing through her veins in time with her heartbeat, one that was horrifyingly similar to the pain Peter had described resulting from _the bite_. Gwen grit her teeth, pushing herself to her feet. _Stay calm,_ she told herself. _Don't panic, or the serum will reach your brain even faster._ Gwen speed-walked up the stairs and through the hallway leading to her apartment. Fumbling with her key, she dropped it as the serum reached her brain and she started having to fight to stay conscious. Biting back screams, she scooped her key off the floor and pushed her way into her apartment, slamming the door behind her.

And _then_ she allowed herself to scream.

**A/N: tripping and falling on the stairs. That's how Gwen gets powers. Anticlimactic? Yes. But I don't want the Goblin to openly wreak havoc yet. You understand.**

**Midtown High School cafeteria**

_**Day 9**_

"You had it in your _pocket?!_"

Gwen sipped her milk, ignoring Peter's horrified grimace. "Yes, Peter, I had it in my pocket. And now My DNA's eight percent common house spider."

"You're surprisingly calm about it… Wait, _eight_ percent? My genome's _ten_ percent spider. Did some of the DNA degenerate before you were injected?"

"Yeah. Mostly in the mental functions. I would be worried too, but I thought of programming a failsafe into the nanotech. If there's nothing to fill the gap, the gap won't be created."

"So… _the entire_ brain-related DNA's gone."

"No, just most of it."

"Which brings me to my very important question," said Peter, "which you didn't answer. _What mental functions were programmed to be changed?!_"

Gwen leaned back. "Jeez, you're uptight. Calm down." She thought for a second. "A few instincts, several cognitive abilities… why?"

Peter grimaced. "When I got home on Saturday, Aunt May accidentally touched me, and…" He seemed unwilling to continue, so out of curiosity, Gwen touched one finger to his hand, which was resting on the table. The reaction was immediate. Peter's hand jerked away violently, and he _hissed_.

Gwen raised her eyebrows. "…What was that?"

Peter grimaced. "You've never touched a spider before, have you?"

"And you have?"

"Yes. And when I do, they always, _always_ jerk away violently. Spiders seem to have a very strong instinctual aversion to being touched."

"…Oh. Can you stop yourself from reacting like that?"

"If I try. But this is _day nine_. What am I going to be like by day 28?"

As it turned out, he had very little to worry about.

_**Day 14**_

"Peter, you realize that's the principal's car you're lifting, right?"

Peter grinned, supporting the Subaru over his head. "Yeah. I know."

"That's… actually kind of awesome. Let me try."

"Seriously? You're on your day 7. I'm twice as far through my change as you."

"Female spiders are at least twice as strong as males."

"They're at least twice as BIG as males!"

Gwen grinned toothily. "What, are you scared I'll be able to lift it? Proving that I'm going to wind up stronger than you?"

"Duh."

"Let me lift the car."

Peter sighed and set the car down in front of Gwen, who gripped the underside with one hand, lifting half of it so as to reach the bottom, and slid under the car, lifting it over her head.

She grinned at Peter's half shocked, half scowling face. "You're jealous."

"Well… _yeah_."

_**Day 21**_ (And yes, they were doing this weekly.)

Peter glared at Gwen, who had by now officially surpassed him strengthwise and was now supporting a car with one hand. "Stop DOING that! What are you trying to prove? Yes, you can lift a Ford Fiesta. That's already been established."

Gwen smiled. "Catch."

"Don't you dare. You wouldn't dare…" He watched the car sail through the air towards him. "Okay, apparently you would."

Without thinking, Peter reached up and grabbed the car as it flew over his head, taking several steps back to keep from falling over. "Argh! Jeez, Gwen, are you _trying_ to destroy this thing?!" He carefully set the car down neatly in a parking spot. "Stop lifting this thing, Gwen. And PLEASE stop throwing incredibly heavy things at me-WHOA!"

Peter felt vibrations bounce off the dumpster as it hurtled towards him, and found himself reacting instantly. He vaulted over the car, leaping over the flying dumpster, and turned a somersault in midair, gripping the dumpster whilst upside-down and pulling it with him, completely countering it's momentum and sending it right back towards Gwen.

You'll remember that not many of Gwen's mental functions had been altered, but the ones that had were entirely on the subconscious level. Although she didn't have the same semi-instinctual reaction as Peter, her spine tingled unpleasantly: a warning that if she didn't move _now_, something far more unpleasant was about to happen.

Gwen dove to one side, the dumpster impacting exactly where she had been and immediately folding like a cheap card table. Coming out of a roll, she stared at Peter, who was crouched in the middle of the parking lot. Like a spider.

"Sorry," he said. "I felt it coming and just… reacted."

Gwen raised an eyebrow. "Well, that's another ability to add to the list. A sort of… spider-sense."

"It's not a sense, per say. It's more of a combination of hyper-awareness, that vibrational sonar thing (you have that, right? On some level?), my increased processing speed, reflexes and instincts."

"Spider-sense sounds better."

"True." Peter stood, biting his lip as he stared at the mangled metal that used to be a dumpster. "Maybe we should get out of here."

"Yeah."

_**Day 29**_

Peter stood on the track, cracking his knuckles. He had decided to skip yesterday, so now every single cell in his body had been renewed. He fully intended to test his other abilities after this, but right now, he was most excited about his speed.

"Ready, Gwen?"

Gwen nodded, sitting in the bleachers, stopwatch at the ready.

"GO!"

Peter broke into a sprint, circling the track once, twice, thrice, so fast that Gwen saw little more than a blur. At last, after the fourth lap, Peter called "time!" hopping onto the bleachers railing and crouching there.

Gwen stared at the number portrayed on the screen of the stopwatch.

Peter grinned. "Impressive, I presume?"

"Impressive?" Gwen repeated. "Peter, you just ran a mile. _In less than thirty seconds_. That's amazing. Spectacular. That's… like…"

"If my math is right, and it is, that's exactly 184 feet and 9 inches per second, which is approximately 33 times my body length. The common house spider can move at 33 times its body length per second. So I have the proportionate speed of a common house spider."

**A/N: I did not make that up. Common house spiders actually can run that fast.**

Gwen swallowed, and then looked at Peter curiously. "So, correct me if I'm wrong, but doesn't that make you _the_ fastest animal on earth?"

"Yes. Yes, it does. Now, if you'll excuse me, I'm going to test the rest of my abilities." Peter smiled deviously. "On the rooftops."

**Elsewhere, **_five minutes later_

Have you ever watched a spider move in its web? If so, than you've probably noticed, at least in passing, that each and every move seems almost preplanned, as though the spider was guided by its instincts ahead of time, but at the same time, you can tell that each move is improvised.

That was how Peter moved high above the city streets.

He leapt, feeling himself fly a hundred feet before landing. Peter sprinted across the roof, leaping again and bouncing off another building. Peter absently marveled at how easily this came to him. Every move was reflexive yet deliberate, instinctive yet consciously chosen. His new instincts combined perfectly with his conscious mind. Spider and man worked in perfect harmony.

Peter dove off the roof of another building, landing on his fingertips on a lower building and immediately going into a roll. He ran across the roof, vaulted over an air conditioning unit…

And found himself about to smack into the wall of a building.

This in itself didn't bother him so much as once he did hit the wall, he was going to fall, and even if he didn't break something from this height (which was unlikely as he was thirty stories up), his abilities would be on display to the world. And _that_ bothered him. Resigned to his fate, Peter shut his eyes, held his hands out to cushion his impact with the wall, felt himself hit it, and waited for the feeling of falling.

It didn't come. After waiting for a second, Peter hesitantly opened his eyes and found himself hanging on the side of the building by his fingertips, which were simply touching the wall. Peter's eyes widened as what he was seeing sank in.

He could stick to walls.

_He could stick to walls._

Peter's face slowly broke into a grin, as he lifted one hand off the wall and placed it higher up, where he felt it adhere instantly.

"Huh," he said aloud. "That's convenient."

* * *

**_A few things regarding spider powers__:_**

**For one, I would like to once again make it clear that I did NOT make up that number. The common house spider actually _can_move at 33 times its body length per second. This, I presume, is why "proportionite speed of a spider" is not typically included in Spider-Man's power set (they always say strength, agility, and equilibrium. nothing about speed.), but, well, why the hell wouldn't speed be included in the super soldier serum?**

**Second, I would like to point out that, at it's most basic, spider-sense is exactly that. It's a collection of reflexes, instincts, cognitive abilities, and sensory information _that originates in a spider_. As you might have noticed, Gwen doesn't have most of that. Her subconscious does, though, so she has the conventional version of spider-sense. I'm sorry. That's my way of balancing out the fact that she's _more than twice as strong as Peter_. She's going to behave more like a human in costume because of her lack of spiderlike instincts. Spider-Man, however, is actually going to move and fight like his namesake.**

**Spider-sense as developed as Peter's has drawbacks, though. Among which are paranoia, claustrophobia, and an _extreme_ aversion to being touched.**

**Thanks for reading! Please leave a review. _Merci _and _au revoir._**


	7. Last Day

**A/N: An anonymous reviewer pointed out that the brain doesn't renew cells once it's done developing, so by his/her reasoning, Peter and Gwen wouldn't develop spider-sense. He/she neglected the fact, though, that the human brain doesn't stop developing until you're 25. And Peter's FIFTEEN. So, really, the argument's kinda pointless, and either way, I couldn't think of a better explanation for spider-sense.**

**By the way, I haven't told you everything about spider-sense. I'm letting you know as Peter figures it out.**

**And one more side-effect of spider-sense: insomnia.**

* * *

**The Parker Residence,**_ midnight_

Peter grinned at his reflection in the bathroom mirror. Sure, he was still very thin. Sure, his new build couldn't compare to most of the football players'. But seriously, he would take what he could get. And he didn't even have to work to get the muscle.

_Speaking of thin…_

Does anyone want to venture a guess as to exactly how many calories one would have to consume as a result of a metabolism that allows for running at 130 miles per hour for at _least_ half an hour? My estimate is somewhere in the neighborhood of 6,000 calories. And the Percent Daily Values listed on the back of cereal boxes and whatnot are based on a _2,000_ calorie diet. Peter was going to have to eat so much, it was almost comical.

Peter switched off the bathroom light, feeling the vibrations that touched his skin, allowing him to sense the entire house in sharp detail. Everything that he saw, heard, smelled and felt revealed things that should have been undetectable. Other than his sense of touch, none of these were enhanced at all, but Peter took in and processed all the information his senses received almost instantaneously, making him simultaneously aware of everything his senses detected.

Okay, back to the story. Peter waited a second for his pupils to dilate, and then carefully opened the bathroom door. _Time for a midnight snack._ Peter carefully stepped forward, and then immediately cringed and retracted his foot the millisecond (almost literally) he heard the floorboard start to creak.

_Right. So, plan B: Wall-crawling._

Peter touched the fingertips of his left hand to the bathroom wall, feeling them adhere instantly. He repeated the action with his right hand, followed by his left foot. Peter took a deep breath and slowly lifted his right foot off the ground, completely separating him from the floor. He smiled. _It works!_

_ Of course it works. It did earlier, didn't it?_

Slowly at first, then gaining confidence, Peter crawled onto the ceiling, each extremity separating from the wall in turn on command. Still staying on the ceiling, Peter crawled (slightly awkwardly; this was going to take some getting used to) out of the bathroom and down the stairs, headed for the kitchen. Once there, Peter crouched on the ceiling in front of the refrigerator, and then hesitantly separated his hands from the ceiling, rising into an (upside-down) standing position. He opened the fridge, extracting the pickle jar, the pre-sliced ham and turkey, cheese, mustard, and various other sandwich makings, sticking to each one with a different finger in order to hold them all. That done, he closed the fridge with his elbow, before walking to the counter (still on the ceiling), putting everything down, and dropping to the floor, flipping and landing noiselessly on his feet.

Peter swiftly threw together a sandwich, accidentally adding too much mustard and making the top piece of bread somewhat matted and soggy. It took him two minutes to make the sandwich… and five seconds for the suddenly ravenous boy to devour it and start on another. It took him six sandwiches, half a box of Raisin Bran, two slices of meatloaf and a handful of chocolate chips to finally satisfy his voracious appetite. Once that was accomplished, he crawled back to his bedroom.

_Now, where was I?_ he thought, dropping onto his bed. _Oh, yes. Flash._ Peter grinned evilly, already anticipating the morrow. _How long have I wanted to kick his ass?_ He smiled, curling up under the covers. _Revenge is going to be so, so sweet._

**A/N: Alright, I'll admit that everything above was more than a little pointless, but now comes the obligatory Flash vs. Peter brawl. Enjoy.**

**Midtown High School,**_ thirteen hours later_

Peter stared at the combination lock of his locker, biting his lip. In the last four weeks, he had crushed eight of these, and did _not _want to crush another. Holding his breath, he _carefully_ touched his fingertips to the surface of the lock, adhering to it to make up for lack of pressure. Peter turned it to the left until he sensed a tumbler click into place, repeating the process twice before opening his locker.

Ah, the wonders of spider-sense. Without even looking at the lock, Peter had opened it simply by sensing the vibrations of when the tumblers were in the right spot. Add to that, he was listening in on eight conversations at once. (Not that he wanted to; you can't turn off spider-sense.) He was aware of everything his senses detected, including his vibrational sonar. (**A/N: BTW, if any of you figure out a better name for that part of spider-sense, let me know.**) He was aware of the gum on that kid's shoe. He was aware of the exact number of hairs on that girl's head (141, 698).

Oh, yes, and he was aware of Flash Thompson's fist aimed at the back of his head.

Remember in the last chapter when Peter was navigating the city's rooftops, and I gave you a lecture about how both his new instincts and his conscious thought had a hand in planning every move on the spot instantly? Apparently, that also applied to combat, because Peter didn't have to think when he crouched, turned, and swept Flash's legs out from under him, and at the same time, he purposefully planned the move. Peter almost laughed out loud when he saw Flash fall on his butt. Still in a crouch, he leaned forward so Flash could see him and said, "In the back. You try to hit me _in the back_. Really, Flash. You've stooped to a new low."

Flash clambered to his feet and into a fighting stance as Peter rose out of his crouch, closing his locker with his foot. Flash glared at Peter. "You are _so_ dead, Parker!"

"Really? I don't feel dead. But then again, how would I know what death feels like?" Peter noticed all the slight movements that were present as Flash threw another punch, almost feeling like the punch was thrown in slow motion. He knew it was an illusion, he knew that he was six times faster than an Olympic sprinter, he knew that he was processing the punch coming at speeds the normal human would find absolutely staggering, but seeing the punch unfold at the speed that it was almost sent him into hysterics. Instead of laughing, he leaned to one side, caught the punch (carefully), used Flash's momentum against him to pull him off-balance, and, taking advantage of the opportunity, put his free hand on Flash's shoulder and pushed him to the floor.

As Flash climbed back to his feet, Peter bent his knees slightly, ready to move in any direction at a moment's notice. He grinned.

"Oh, please," he said tauntingly. "My aunt's faster than you. Is that the best you've got… _Eugene?_"

At this point, he dove to one side, dodging one of Flash's companions who had tried to grab him from behind. Taking advantage of having both feet off the floor, Peter kicked out one foot, knocking out the bully's knee from under him and sending him to the ground. "Two against one?" he asked. "That's just cheating."

Then again, so was having superhuman abilities. And according to Peter's watch, he had roughly thirty seconds to get to class. Time to wrap this up. The next time Flash charged Peter, he simply crouched, grabbed Flash's ankles, and lifted them up so fast that Flash was momentarily horizontal whilst four feet off the ground. Taking advantage of that, Peter pushed Flash towards the other guy so that they crashed into each other and both wound up on the ground in a collective heap.

Peter immediately made himself scarce, slinging his bag over his shoulder and disappearing into the crowd. _The best part about this, _he reflected as he got to class right before the bell rang, _is that there is no practical way for them to get revenge for three whole months. It _is_, after all, the last day of school._

**Osborn's Penthouse, **_meanwhile_

Norman grunted, setting down the barbell. The steroid he had invented was doing its job well; he could now bench-press several thousand pounds.

Which didn't help at all with the current situation.

"Are you sure?" he said to the speakerphone on his desk. "Are you absolutely _sure_ you saw him do that?"

"Positive," said the man on the other end of the call. "The kid ran to school on the rooftops, jumping like crazy, and I'm pretty sure at one point he crawled up a wall using nothing but his fingertips."

"And did he see you?"

"I'm not sure. At one point he looked in my direction, and after that he pulled up his hood and ducked behind an air conditioning unit. The next I saw him he was walking on the sidewalk."

Norman paced. Thank you, Gargan," he said at length, hanging up. _So, _he thought, _Parker's become the Spider._

_What did I tell you?_, said the Goblin. _Now what are you going to do about it?_

Norman answered the question by dialing another number on the speakerphone. Several seconds later, there was a click and a "Yes, sir?"

"Yes, Mr. van Adder," said Norman. "Have you finished the blueprints to the OsCorp Battlesuit?"

"Yes sir… why?"

Norman grinned. "Have the engineers construct a prototype and deliver it to me immediately."

Van Adder quickly gave assent and was about to hang up when the Goblin made a last request in Norman's mind.

"Van Adder… one more thing," Norman said, grinning maniacally. "Have the engineers paint it green."

* * *

**A/N: Next chapter, the Green Goblin ruins Peter's life.**

**I know that you probably are getting a little tired of lectures on spider-sense, so I won't be doing that as much. I'll mostly mention things as Peter figures them out.**


	8. Death and Goblins

**Hi, it's me. Obviously.**

**So, the same reviewer as before pointed out that Peter was mostly done with Puberty, so his brain was mostly done renewing cells. This is a good point, but I had a thought. Peter's IQ is about 250... or somewhere in there. He probably would have thought of this dilemma, and if he didn't, Gwen certainly would. Just assume that there was something in the serum that reactivates that function in brain cells. Yes, this is a bit of a hand-wave, but it's the bet I've got. Just pretend it makes sense.**

* * *

**The Parker Residence,** _the next day_

"God heavens, man," said Uncle Ben, watching Peter shovel food into his mouth. "Slow down or you'll choke."

Peter swallowed the mouthful of grilled chicken in his mouth. "Sorry," he said. "I'm just really, really hungry."

"I can see that. What the heck were you doing today?"

_Well,_ Peter thought about saying, _I ran two miles in under a minute, climbed to the top of the Empire State Building, ate lunch with Gwen, and parkoured through the city. What did you do today?_ But then again, if he said that, he would have to explain; and to get them to believe him, he'd have to crawl onto the ceiling, and that would scare the living daylights out of Aunt May. So instead, he said, "Not much. What about you?"

"Boring stuff. Mostly I was working on rewiring this thermostat. Nothing you would be interested in."

"Ben," said Aunt May…

But whatever she was about to say was cut off by the sound of a window breaking in the other room. Peter furrowed his brow as he sensed the sphere lying on the living room floor. It was more or less smooth, but there was a grid of sorts formed by indentations, almost as if it was meant to disassemble…

That was about when the object exploded.

"AAGH!" Peter screamed, dodging a piece of shrapnel that tore through the wall. "Somebody just bombed the house!"

"What?" said May. "Peter, that's insane!"

"Insane it may be," said Peter, "it's true. A grenade of some kind just came through the window. Both of you go out the back door. I'll—OH SHIT!"

Peter dove to one side, narrowly avoiding a bat-like device that hurtled through the newly created hole in the wall, followed by two others. "Okay, those are razor-sharp! Get down! AUNT MAY!"

Too late. One of the jet-propelled batarangs imbedded itself in May's throat.

"NO!" screamed Peter and Uncle Ben simultaneously as Aunt May hit the ground, blood seeping from the gash in her neck. The bat, after a second, reversed its miniscule engines, removing itself from her throat and flying back through the hole in the wall. Uncle Ben stared at his wife's dead body, horrified, but Peter was _slightly_ more preoccupied with the man who he sensed step through the shattered window.

The man was wearing some sort of high-tech armor, resembling some sort of cross between an Iron Man armor and the Batsuit from _The Dark Knight_ (and, by extension, _the Dark Knight Rises_). The fingers of the suit narrowed to claws, and the razor bats that he had fired earlier now folded themselves slightly and slid onto a sort of rail on his right forearm, mirroring the one on his left. The man was wearing a helmet similar to an Iron Man one, but the opening, which on Iron Men had been strategically placed to resemble a mouth, was now jagged to resemble fangs. A cloak of tattered fabric was tied around his neck, and what appeared to be a samurai sword was strapped to his back. As Peter watched via spider-sense, the man pulled another one of those spherical grenades out of a bag and tossed it to the side, where it detonated and added to the fiery destruction of the last bomb.

"Oh, _Peter,_" he sang, his voice mechanically distorted. "Come out; come out, wherever you are!"

Peter's eyes widened. Without thinking, he leapt to the refrigerator, grabbing the revolver in the cabinet above it. He had noticed it instantly, just like everything else, but had wondered why they had it. _Oh well. It'll work._ Whirling, he pointed it at the door just as the man opened it.

_Why is his armor _green?

The man in armor stared at Peter for a second, taking in the boy adhering to the front of the refrigerator and the gun in his hand. Finally he said, "Are you sure you know how to use that?"

"GET THE HELL OUT!"

The man was evidently unfazed. "Well, well, well. Look who's trying to be a hero. Sorry, kid, but that's not happening." With that, he raised one arm, ignoring the two shots that bounced harmlessly off his chest, and fired what appeared to be lightning out of his fingertips.

Peter screamed as the bolts sank into his skin, dropping to the ground and starting to twitch. Laughing, the man started advancing across the kitchen, but stopped as Uncle Ben moved in his way.

"Move, Parker," he spat. "I'm here to kill your nephew, not you."

"If you want him," Ben shot back, "you'll have to go through me."

Word of advice: Never, ever, ever, ever, ever, ever, ever, _ever_ say that to an obviously crazy murderer with a sword.

The man in armor shrugged, drawing his sword. "If you insist. Have a good time in hell," he said. And with that, he ran Ben through.

"NO!" screamed Peter, midway to his feet. He immediately dropped the revolver and ran to Ben's dead body, checking for a heartbeat that he already knew wasn't there. "No no no no no no…"

The man in green armor leaned forward slightly. "Actually, Peter," he said flippantly, "_yes_."

And suddenly Peter was livid. Here was a man, who had just walked in and ruined his life for no discernible reason, essentially laughing in his face right before he tries to kill him. Standing, he whirled and kicked the man in the stomach, following it with an improvised mock-judo throw that sent the man through the wall and into the garage.

Peter stormed through the hole in the wall as the man slowly staggered back to his feet. "Damn, that was a good shot," he muttered, "but you'll have to do better than that to take out the Green Goblin."

"Glad to oblige," Peter spat, grabbing the handle of an axe that Uncle Ben had bought for home defense. The Green Goblin—that's what he seemed to be calling himself—immediately tried to punch Peter, who dodged, then swept the Goblin's legs out from under him using the axe's handle. He raised the axe, ready to bring it down on the Goblin's head.

Panicking, the Goblin barely managed to catch the axe beneath the head as it swung down, and then crushed it. Taking advantage of Peter being off-balance for a moment, he lifted one foot up and kicked Peter, sending him rolling over the hood of the car as flames started to creep up the wall separating the kitchen and garage. Pressing the advantage, the Goblin fired two more bats, which followed Peter as he bolted through the hole in the wall, trying to figure out how to get them off his tail.

Peter bit his lip, ricocheting through the house and narrowly avoiding several tongues of fire, before bouncing around the bats and, when they crossed in midair, kicking one of them into the other. The predictable result was for them both to be temporarily out of whack, before regaining their bearings and headed after Peter again. _That's one hell of a navigation system._ Kicking off his shoes (they were both immediately cut in half), Peter stuck to the ceiling with his feet, and, squeezing his eyes closed, felt the bats zoom at him. He took a deep breath before, guided by spider-sense, catching the bats.

He cracked one eye open. _That worked? Awesome. And now to—_

Suddenly, the Goblin roared back in through the window on some sort of bat-shaped jet-glider, grabbing Peter by the neck and ripping him off the ceiling (accompanied by two pieces of drywall), before flying back out and soaring to an altitude of nearly three hundred feet.

"Let go!" Peter gasped, trying to pull the Goblin's hand off his windpipe.

"Of course!" replied the Goblin graciously, and released his grip on Peter's neck, attempting to drop him several hundred feet to the ground, where hopefully Peter would die on impact. Peter, however, hadn't even fallen six inches before grabbing the Goblin's forearm and swinging his legs up, kicking the Goblin in the face, then landing on the wing of the glider.

The Goblin swung his arm at Peter, the razor bats mounted there coming scarily close to Peter's chest as he leaned back. Coming out of his dodge, Peter hopped onto the Goblin's chest, throwing punches at any point of him that _wasn't _covered by bulletproof armor. By pure chance, one of his flailing fists grazed the Goblin's helmet, and Peter felt a locking mechanism break.

_Oh, good. So now I can break this bastard's nose._

Peter slammed his palm against the Goblin's faceplate, but as he did so the Goblin's hand found Peter's throat, wrenching him (and a few armored plates) off his armor. Peter pulled the Goblin's faceplate with him using his adhesive ability, and immediately recognized the man he saw under it. How could he not? He had been ecstatic when this very man had dropped in to check on the interns' progress less than six weeks ago.

"You?" he choked out.

Norman Osborn shrugged. "Me. Hello, Peter." He lifted his other hand, the tiny arcs of lightning jumping between his fingertips, and grinned. "I'm afraid your internship has been cancelled."

Unable to dodge from his current position, Peter screamed as Osborn nearly electrocuted him, dropping him as he did. Peter tumbled downwards and forwards simultaneously, still affected by the momentum of when he was on the glider, until he felt himself slam into—and through—an old brick wall.

A thought. If Peter is capable of leaping a hundred feet STRAIGHT UP, then it stands to reason he can land from a fall like that unharmed. This is true. As a matter of fact, Peter feels the resulting impact about the same as you would feel falling TWO feet. So smashing through a wall at well over a hundred miles per hour would be far from fatal. That doesn't mean it didn't hurt.

Peter crashed through the wall of the abandoned building, crashed through the glass of what was probably once an indoor greenhouse, broke through the remains of another wall, and finally tumbled to a stop on a mess of weeds and loose bricks. Peter slowly started to climb to his feet, immediately noticing the pain that indicated cracked ribs—

And then one of those infernal grenades flew through the newly created hole in the wall and landed right in front of him.

Eyes widening, still trying to get up, Peter pushed hard at an angle off the ground just as the bomb exploded, breaking at least four more of his bones and carving deep gashes in his flesh. Peter went flying twenty more feet, crashing through still another wall before finally succumbing to unconsciousness sprawled out in a bloody mess on the ground.

Over seventy feet away, Osborn smiled. No one, he figured, would have survived that. Content in knowing that Peter Parker was dead, he turned on the glider and flew away, cackling.

As Peter slept fitfully, he dreamed. And his mind, as though to add insult to injury, selected the (now second) worst day of his life to haunt his slumber:

_September 11, 2001_

_ Five-year-old Peter Parker sat on the couch, his eyes glued to the TV screen. On the screen, both towers of the World Trade Center were clearly shown, smoke billowing from each one. One of those planes contained his parents. He wasn't stupid. He knew that the chances of even one of them coming out alive, much less both of them, were miniscule at best. _No, _he thought. _Don't think that. They might be alright…

_And then the South Tower collapsed._

_ "NO!" screamed Peter, his fragile façade of calm suddenly shattering. He saw his entire life crumble around him. The North Tower was going to collapse any minute. If it happened to the first, and they sustained similar damage, the tower was coming down. That much was obvious._

_ Peter buried his face in his hands, crying, as the North Tower came down. His parents were dead. He would never see them again._

_ Gradually, he became aware of his aunt's arms pulling him into a hug. He would have resisted, but all resolve of any kind had left him._

_ "It's alright, Peter," he heard. "It'll be alright."_

_Today, eight hours later_

Gwen landed as silently as she could, wary of any traps or such things. Carefully, quietly, she stepped through the hole in one of the walls, and immediately saw Peter, lying in a small pool of blood. She hurried to his side, examining him for any broken bones. There were none, surprisingly; they seemed to have all healed. Gwen gently reached out a hand and touched his shoulder.

The effect was immediate. Peter, suddenly wide awake, sprang away from her, sticking to a nearby support beam in a decidedly spiderlike pose. From his mouth came a rather intimidating hiss, before Peter came to his senses, and, realizing that the events flashing behind his eyes weren't simply a horrible dream, detached himself from the beam, landing on his feet. He staggered forward, as though not sure if he was going to collapse, so Gwen hesitantly approached him.

"Peter…?" she whispered.

And suddenly he was sobbing into her shoulder, his knees buckling. Gwen stumbled back for a second, before hesitantly embracing him. He cringed, some arachnid instinct at work, but didn't move away.

"They're dead," he whispered through his tears. "They're dead. I saw them die…"

Gwen said nothing, but reached one hand up and gently stroked his cheek; a comforting gesture. "It's alright, Peter," she whispered after a moment.

"No it's not," he cried. "Aunt May… Uncle Ben… they're dead, and it's all my fault."

"What?" Gwen said, pulling out of Peter's embrace to look him in the eye. "Peter, none of this was your fault! How could it have been?!"

"Gwen," Peter explained, "The Goblin came after _me_. Uncle Ben died trying to protect _me_. I'm the reason they're dead. It's all my fault!"

Gwen and Peter stood in silence for several minutes after this, Peter still crying into Gwen's shoulder. Finally, once Peter's tears subsided slightly, Gwen asked, her voice barely a whisper, "What are we going to do now?"

Peter didn't answer for some time. When he did, his voice was hoarse, and he seemed still on the verge of tears.

"I don't know," he whispered. "I don't know."

* * *

**I'm actually a little surprised that no one else writing a Spider-Man fanfiction has thought of the idea that Peter's parents died on 9/11; it would probably fit perfectly into, say, ZeroBen's universe.**

**That aside, no, Peter is not becoming Spider-Man in the very next chapter. Well, he sort of is, but not exactly. Just wait. It'll make perfect sense (I think).**


	9. Spider Man

**Okay, I've subjected you to toxic amounts of Phlebotinum (Look it up on TV Tropes) already, and I'm sorry. I'm just smoothing it over right now.**

**The serum (I'm not calling it the Parker-Stacy Nanosolution until SHIELD scientists name it that) has several different parts of it's programming. It replaces parts of the human genome, temporarily re-activates the brain cell's ability to renew itself, and makes sure that doesn't happen out of control. Brain tumors would not be good.  
**

**Everybody got that? Including you, the person who's been helping me with this? Acceptable enough for a sci-fi story? Good. Enjoy the chapter.**

* * *

**Cavalry Cemetery,**_ one week later_

Peter stared at the marble gravestone marking his Aunt and Uncle's final resting place. The funeral had been about as interesting as one would expect (that is to say, not very), but now that it was over, he felt as though some weight had come off of his chest.

_Not very much, though._

Norman Osborn still hadn't been convicted. Not even suspected. Peter was outraged by this knowledge. His aunt and uncle had been slaughtered, and yet the person who did it was sitting on a pile of cash, about as far away from being convicted as one can get.

A young man, about Peter's age, walked up and stood next to him, also staring at the gravestone. He was about Peter's height, with blond, curly hair, and had loosened his tie for the sake of comfort.

They stood in silence for a while, before the other boy spoke.

"Pete."

"Ben." The boy—Ben Reilly—was the son of Aunt May's brother, and had been friends with Peter from the time Peter had started living at his aunt and uncle's to when Aunt May and her brother had had a fight and they had moved away some eight years back.

Ben said nothing for several seconds, before launching into one of his usual rambles. "Life sucks. I mean, look at this. Your—my—argh, _our_ aunt and uncle are dead, murdered by some psycho in a green outfit, and we have no idea how to throw the bastard in jail. Seriously. Absolutely no idea who the guy even is. I mean… well, you probably know what I mean, because they were your adopted parents."

"Legal guardians," Peter corrected. "Still as talkative as ever, I see."

"Yeah. Old habits die hard. Or not at all. So, how've you been?"

"Well," Peter began, but was interrupted by a song emanating from Ben's pocket.

_**Mysterious hooded man**_

_** Watches (from a distance)**_

_** Take a second to look awesome**_

_** Time to go**_

Peter's brow furrowed, and his head turned towards Ben. "What the hell?"

"Oh, sorry," said Ben, pulling out his cell phone and pushing the red button after seeing the Caller ID. "Didn't think I had this on. Some guy who I owe twenty bucks keeps calling. So, anyway… ooh, she's hot. Who is that?"

Peter looked over his shoulder, even though he already knew exactly who Ben was staring at. Best not to reveal spider-sense to anyone. "Oh, her? That's Mary Jane Watson, my… _former_ next door neighbor." Since a good half of Peter's house had burned down (nowhere near his room or the attic, conveniently enough), Gwen was allowing him to stay at her apartment.

"You lucky dog. Wait. Is she taken?"

"What?"

"Does she have a boyfriend?"

"…No…"

"Awesome. I'm gonna go talk to her. Wish me luck." And without waiting for Peter to do so, Ben set out towards MJ to strike up a conversation, and probably ask her out.

Peter sighed. "Jerk."

"Who was that?"

Peter glanced at Gwen, who had just walked up to stand next to him. "That was Ben Reilly. My childhood friend, cousin-by-marriage, stereotypical teenager and motormouth extraordinaire. Apparently, he finds MJ attractive."

"Oh." Gwen chewed her lip, staring at the gravestone. "So, now what?"

Peter shrugged, but internally he made a decision. He had to face it; Norman Osborn was about as far from getting locked up as possible. Like Ben said, they had absolutely no way to throw the guy in jail.

But then again, Peter _did_ have a way.

**The Parker Residence, **_that night_

Peter climbed into the attic, switching on the lighting system he had installed. He quickly turned on his laptop, as well as the complicated machine he had based on the technology in some recently made cars, the kind that turns your immediate location into a wireless hotspot. He called up Foldit (an online game that involves the manipulation of complex proteins; this actually does exist), and, selecting spider silk as the protein he was experimenting with, set to work how to replicate it artificially. If he was breaking into OsCorp, he was going to need to take out security, and some arachnid instinct in his mind had selected this as the way to do it.

An interesting tidbit: Einstein's Theory of Relativity has recently been proven wrong, or at the very least expanded. By a 12-year -old. I'm not even kidding. This did actually happen. This kid, Jacob Barnett, has an IQ of 170, and at the age of twelve, he has done something people have tried to do for more than a hundred years over the course of one fairly short YouTube video. So is it _that_ hard to believe that a fifteen-year-old with an IQ of 250 synthesized spider silk in the course of nine hours?

Actually, better than synthesized. He had engineered a chemical that not only precisely replicated spider silk after being exposed to air; the chemical compressed as a liquid before air exposure and expanded to nearly fifty times it's initial (uncompressed!) volume upon exposure. And now for the little matter of a way to use it.

The next night, Peter set to work designing a simple device with which to use the compound. He had originally thought about making a gun of some type, but had discarded that idea in favor of a wrist-mounted gauntlet that left his hands free for other uses. Using the parts from cannibalized mechanical pencils and small hydraulics, Peter managed to create two gauntlets for the storage and use of this "web fluid", and mounted them on a pair of gloves he modified. They were a titanium-grey stretch fabric, and he had cut out a section of each finger—the part that concealed his fingerprints—and replaced that fabric with one thin enough that he could easily stick to walls through… which happened to be red… and yet thick enough that even if skin oils bled through, they wouldn't form a remotely helpful pattern. Peter took the initiative and modified a pair of Nike Free Run shoes, hollowing out the soles and lining the slits with the same fabric, enabling him to stick to walls while wearing his shoes.

Just as dawn was beginning to break, Peter finished his preparations. Tonight he was breaking into OsCorp.

_What could possibly go wrong?_

_ You idiot, Parker. Why did you have to think that?_

**Gwen's apartment,**_ that night_

Peter cricked his neck. It wasn't really necessary at the moment, but he was nervous. This was the least legal thing he had done in… well, ever. He sighed, before pulling on a pair of grey sweatpants. He would have gone with something else, but just in case, he wanted to wear something he wouldn't mind ruining. Besides, they stretched slightly, meaning that they wouldn't hamper his agility as much as jeans did.

(A red racing stripe went down the outside of each leg. Not remotely important, I know, but what he's wearing now influences his costume later.)

Peter put on his shoes and pulled on a red spandex shirt, then a grey hoodie over it, zipping it up halfway. He rolled up the sleeves of the hoodie, pulling his gloves/web-shooters on and rolling the sleeves back down. That done, Peter pulled on a red mask, then, so as to completely hide every one of his features, a pair of sunglasses, threading the earpieces through the sides of the eye holes. He walked to the window, pulling on a backpack as he did so, opened it, and crawled out.

Gwen sat on her bed, reading, when she noticed movement out the window out of the corner of her eye. Jerking her head in that direction, she watched a masked Peter leap across the street and crawl up the wall of the building there. Setting down her book, she opened her window, stepped onto the fire escape and leapt. Her powers had finished developing nearly a week ago, but she still wasn't as comfortable with wall-crawling as spider-sense had made Peter. Nevertheless, she was able, and she quickly climbed to the roof and jumped after Peter.

Peter noticed this, of course. Any movement of anything whatsoever creates vibrations in the air, and even if Peter hadn't detected those vibrations from the hundred feet away that he was, a ninja Gwen was not. He did not hold any delusions as to what Gwen would think about what he was doing this night, and so saw the need to throw her off ASAP. He went into a jog, leaping alleyways, allowing her to catch up, and just as she was twenty feet away, Peter leapt above an alley, twisted in midair, aimed at the wall of the alley some fifty feet down, and flicked his middle and ring fingers into the trigger resting in his palm.

_THWIP._

A line of artificial spider silk, roughly the diameter of a pencil, shot out of the nozzle and attached itself to the brick. Peter stuck to the line with his index finger before it could fly out of reach, pulled the end of it into his hand, and pulled sharply on the line, zipping down into the alleyway. Gwen, who had already jumped by the time this was done, sailed right over him. When she screeched to a stop and went back, Peter was already long gone.

_Never mind. It's obvious where he's headed._

**OsCorp Tower,** _one minute later_

Gwen landed on the roof of the building across the street from OsCorp, searching for Peter. After several seconds, she found him, swinging around the corner of a building on one of those lines of… whatever that was. The instant he swung around the corner, he noticed her, as evidenced by his suddenly and sharply glancing at her on his way to stick to the wall of the OsCorp tower. _Damned spider-sense_. Gwen felt no need to use what little stealth she had, therefore, and settled for the direct approach. She leapt off the roof, landing on the metal running up the side of the tower, immediately underneath Peter.

"What the hell do you think you're doing?!" she demanded.

Peter, his voice slightly muffled by the mask, shot back, "What the hell does it _look_ like I'm doing?"

"It looks like you're breaking into OsCorp!"

"That's _exactly_ what I'm doing."

"Peter, I'm not going to let you get yourself thrown in jail for something as petty as revenge!"

Peter detached his hands from the wall, rising into a standing position (on the side of a building. This was actually pretty tricky.) and folding his arms across his chest. "Revenge? Of course not. This is simply a matter of justice. How else is the police force supposed to convict Osborn? I'm simply gathering evidence to deliver to them."

"And they will be able to use exactly none of it. You don't have a search warrant."

Peter processed this overlooked legal hiccup for a full five seconds before he altered his plan. "Tell you what. I'll only take _some_ evidence. Not all of it, just enough for them to start looking for excuses to get a warrant. They'll find the rest of the evidence themselves. Okay?"

"Not okay. You are _not_ breaking into OsCorp."

Peter crouched again, re-adhering his hands to the wall and taking the strain off his ankles. "I don't recall asking for your permission." And with that, he whirled and leapt upwards.

And immediately sensed Gwen leap after him, reaching a hand out for his ankle.

Peter snatched his foot out of her range, and then kicked out as he stuck to the wall higher up. Gwen, warned by her, while less powerful, still fully functional spider-sense, jerked her head back, avoiding the kick. She countered with a failed attack to his midsection.

They duked it out on the side of the building for the next few minutes, punching, kicking, dodging, maneuvering. Each landed blow was accompanied by an apology, neither combatant really wanting to hurt the other. But Peter was quickly gaining the advantage: While Gwen only had a last-second warning of his next attack, he had the ability to notice every subtle movement she made, readying for her next strike, compensating weight, her eyes flickering here and there looking for a means of advantage. Furthermore, he was aware that while doing this, she slid downwards on the wall roughly half a millimeter.

_Huh. That's interesting. (DODGE) It would appear that one of the mental functions that are replaced (DODGE) by the serum is the (DODGE, KICK) ability to control adhesion compl(DODGE)etely subconsciously. She has to apply a small amount of concentration in order to stick to walls. _A plan formed instantly. Spider-sense had adapted to using the web-shooters almost instantly. _But what can take her completely by surprise…?_

_That'll work._

Peter dove forward, twisting to avoid another strike, and pulling his mask up halfway as he did so. Bracing himself for a woman's wrath, he kissed her.

It was quick; barely a fourth of a second, but the effect was exactly what Peter expected. Gwen's fingers and toes completely detached from the wall, she overbalanced, and started to fall. Immediately, Peter fired four shots of webbing, gluing her hands and feet to the wall.

"DON'T TRY AND TEAR THAT!" he yelled, pulling his mask back down. "It's five times stronger than the steel it's stuck to. If you try and break it, the metal will give way, your hands and feet will still be stuck to pieces of steel, and you won't be able to stop yourself from falling." He flinched under the glare she shot him. "I'll get some evidence, and then come back for you. And THEN you can hit me, alright? God knows I deserve it." He crawled up the remainder of the way to the roof of the tower, and just before he pulled himself onto the roof, he called down, "But for the record, I meant that kiss."

_He's gonna die,_ thought Gwen as she watched Peter crawl out of sight.

_I'm gonna die,_ thought Peter as he jogged to an external air vent.

**A/N: I know, I know, I know. Peter is **_**not**_** that bold. However, Spider-Man **_**is**_**.**

Peter knelt by the vent cover, reaching out a finger and sticking to the side of one of the screws. He moved his finger in a circular motion, unscrewing the bolt from its hole. _Muahahahaha. Nothing can stop Peter Parker._ He repeated the action with the other three bolts, gently removing the vent cover and setting it down. That done, Peter crawled into the vent…

And was immediately assaulted by petrifying claustrophobia.

_Can't move can't move can't move can't move can'tmovecan'tmovecan'tmove—_

Peter gritted his teeth, shutting out the spider instincts screaming at him that there was no room to move in here as best he could. _Shut up, _he thought, _I can still move forward._ Peter slithered through the vent, arriving at another vent cover within thirty seconds. On the other side of it, five feet to the left, he sensed a security guard. _Hmmm._ He curled into a ball, ready to leap out of the vent cover.

_You want to move?_ He thought, addressing the instincts that were listing a series of _What if_s in his mind. _Alright then, let's move._

He shot out of the vent, completely ripping the cover off, catching it as it started to fall, twisting halfway between the floor and ceiling and hurling it at the guard's face. The guard in question had done nothing more than turn his head in that direction in the fraction of a second that this happened in, and thus received a one-pound piece of metal to the face at nearly eighty miles per hour. He was unconscious before he hit the ground, where Peter fired several shots of webbing to glue him down for after he regained consciousness.

Peter hopped onto the wall, crawling on it in case the floor creaked. Around the corner, he sensed another security guard walking towards him, apparently having noticed the sound of Peter's web-shooters. Peter crouched on the wall, ready to lunge.

The first web shot hit the guard in the mouth, followed by a webline hitting him in the chest. Peter pulled the guard towards him, punching him in the jaw once he was close enough. From there, he stuck the snoring guard to the wall with more webbing, and then crawled on.

Thus it went for several minutes, Peter finding security guards, knocking them out, and webbing them to walls, floors, or—in one case—the ceiling. After maybe ten or fifteen minutes of this, Peter rose out of his crouch, still on the ceiling, and cricked his back.

_Alright, now that adult supervision is out of the way, time to go to work._

_Thirty minutes later_

Peter growled under his breath, slamming a file cabinet closed. _STILL_ no evidence. Osborn had covered his tracks very well. Peter sighed, pushing the sunglasses up slightly to rub his eyes. He had really wanted to avoid Osborn's office, but it would appear that that was no longer an option. _Harrumph. Fine. Let's do this._

Getting into Norman Osborn's office was a bit of a challenge. The door was locked, some incredibly complicated electronic lock. He had no way to dismantle it, and smashing it probably wouldn't do much good. Peter chewed his lip. _Somebody remind me why I didn't bring any tools for this sort of thing. Oh well. Plan B._ Peter moved to where the door's hinges were, reaching out a finger and sticking to one of the hinge pins, pulling it out of the hinge. He repeated the action with the other pins, gently pulled the door away from the frame, and he was in.

At last. HERE was evidence. Peter found blueprints to the armor, the glider, the bats, everything. He grinned. Of course, all the blueprints were in the holographic form that was the computer system in every single room here, so he would need to have one printed. He selected the glider's blueprint, as that was the one most visible in the police photographs of the Green Goblin, and touched the PRINT key that was hovering in midair.

The blueprint whirred out of the printer in the desk, every last detail of the glider portrayed on it. OsCorp logo and all. Peter snatched it, stuffing it into his backpack. Now that the finish was in sight, Peter felt he could start to breathe easy. He turned around, switching off the holographic display—

Gwen was climbing the tower.

Peter's head swiveled towards the window the instant he felt the vibration of her movement. She was climbing this way, obviously having noticed the soft glow from the holographic display. She crawled to the center of the window, cupped her hands around her eyes to filter out the light from outside the building, and peered in.

She did not look happy.

"Parker," she spat. "Get out here. _Now._"

"How did you get out?!" Peter asked, aghast. "That webbing was stronger than the steel!"

"It dissolved," she responded matter-of-factly. "Now get—"

"Go."

Gwen furrowed her brow. "What?"

Peter felt the thundering of security guards footsteps heading towards the office. With guns. "Run for it. There are going to be bullets flying in, like, five seconds. If the security guards see your face, you're screwed. Get out of here."

Gwen would have said he was lying if her spider-sense hadn't gone off at exactly that instant. She suddenly felt terrified. Not for herself, although there was some of that. No, for some irrational reason, she was scared for the person inside the room, unable to get out before the guards got there. _Pull yourself together! You're supposed to be mad at him!_ But Gwen couldn't help asking, "What about you?"

"GO!"

Gwen was clear of the window a millisecond before the first of six security guards ran into the office and pointed his scary-looking rifle at the masked man in the center of the room. "HANDS UP!"

The masked man obliged instantly. "…You should probably know that your boss is an insane murderer. If I were you, I would start job-hunting."

"Stop talking and take the mask off."

The man—or really, boy, judging by his proportions—hesitated, before saying, "No."

"TAKE THE DAMNED MASK OFF!"

"No need to shout. I'm no more likely to do it."

"Shut up and remove the mask, or I will shoot."

"Piss off."

Peter started moving the instant he saw and felt the guard's trigger finger start moving. Just as he was out of the path of the bullet, it whizzed past his shoulder, and to his astonishment, he found himself able to track its movement. He knew that he processed the information his senses took in at speeds the normal human mind would find spectacular. He knew that he could see the individual frames of a movie while it was playing. But to be able to see _bullets_?

_Amazing._

Peter rolled, staying as far out of the shooter's aim as possible. He ricocheted, diving behind Osborn's desk, and the instant he heard the shooting momentarily stop, he lifted the desk a few feet and threw it towards the shooter.

The guards' reactions were predictably impressed. "Holy shit!" "Did you see that?!" "He just threw the desk!" Peter took advantage of their momentary distraction and hurled Osborn's office chair out the window, creating a hole big enough for him to easily follow suit. Standing, Peter sprinted at the hole in the window, aiming for the crane he saw spanning the street below, and jumped.

He was a little short of the crane. Of course he was. He knew that before he jumped. Even if he had been able to land on it, he would have shattered his legs on impact. As it were, he was about fifty feet away from the crane when he matched it in distance from the ground. Pointing a web-shooter at it, he fired a webline, holding on for dear life.

The plan worked perfectly. Peter swung in a semi-graceful parabola, hitting the roof of a bus running. He dashed across it, leaping off the end, and fired another webline at the corner of the nearest building, pulling hard on it and zipping onto the rooftop.

No time to thank God for letting that work. Peter sprinted across the roof, leapt off, vaulted over a flagpole, and crawled up another wall, trying to get as far away from OsCorp as possible, still in a spiderlike state of panic.

Halfway across the city, Peter finally came to a stop, breathing hard and shaking off the last pangs of instinctual alarm. He pulled his mask off. _Okay, I am never breaking into OsCorp again._ He took a deep breath; at least now all he had to do was deliver the glider blueprint to the cops. He pulled his mask back on, and was about to jump away—

When vibrations from the alleyway below him alerted him to foul play.

_Four men. Semi-automatic 9-millimeter handgun. One woman cornered. A mugging. _Peter thought. _Well, it's not really my problem…_

_And why,_ said a little voice in his head that sounded remarkably like Uncle Ben's, _should that mean anything?_

Peter sighed and hopped off the roof.

_Five seconds ago_

The woman backed as far as she could away from the four men, clutching her bag tightly.

"Come on, lady," said the man closest to her. "Give us the purse. No one's going to come and save you—"

"Ahem."

The four men whirled to see, crouched on the dumpster behind them, a young man wearing sweatpants, a red shirt, a grey hoodie, gloves, and a red mask with sunglasses over the eye slits.

"You know," said the man, "people like you are the ones who give New York a bad rep. You do know that, right?"

"Who the #$% are you?" demanded the leader.

The masked man leaned back slightly, as though trying to comprehend the question. "Who am—DUDE! I'm wearing a _mask_. Why the heck would I be wearing this if I wanted people to know who I was?"

"Well, what the hell do you want?"

The man's head tilted slightly. "Well, I'd like you to stop using profanity every time you open your mouth. Also, a million dollars would be nice. But I'd settle for you letting the nice lady go."

"Not a chance." The leader turned back to the woman. "Now, give me the—"

"A_hem_."

"_What?_" demanded the leader, turning back to the man on the dumpster.

"Listen, either you let the woman go and leave, or I'm going to have to use violence."

The leader turned his gun on the man. "Really? _I'm _the one holding a gun."

"So? _I'm _the one with these." And with that, he extended his hand and flicked his middle and ring fingers into his palm.

_THWIP._

The leader stared at the silvery-transparent substance coating the barrel of his gun as the man continued speaking. "I wouldn't recommend you try and use that. The webbing's five times stronger than steel, so the barrel's not the path of least resistance anymore. If you pull the trigger—"

_BANG_ "AAAAAIIIGGH!"

"The…firing pin will… be blasted backwards… into your arm. Sorry." The man hopped down from the dumpster. "So, uh… do you surrender? _Ka-goda*_ and all that?"

"Get him!"

"Guess not." And with that, the man dodged one of the men's punch, then another, then countered with a karate chop to his trapezius. The man went down instantly.

"I saw that in a kung-fu movie. I can't—" the man stopped in mid-sentence, dodging another man's punch by vaulting over him, doing a one-handed handstand on the guy's shoulder, and then fired a webline at the man's feet and twirled, wrapping his ankles, then flipped off and pulled hard, sending the man sprawling face-first on the ground. Still in midair, the man kicked out one foot, breaking the fourth guy's nose and smashing him into the wall. "And that move was completely made up. So, uh, are we done here?"

The leader clenched a fist behind the man, stepping as silently as he could towards him. Just as he was about to be in striking distance, the man backflipped over him, touched his fingertips to his back, and pulled him face-first into the wall, using the extra momentum to flip onto it himself, sticking to it using nothing but his fingers and the soles of his feet.

"Are you all right?" He asked the woman.

She held out her bag. "Please… take it… don't hurt me…"

Peter facepalmed. "You saw what just happened, right? _They_ were mugging you, then _I_ beat the crap out of them. Are we on the same page yet?"

"Please…"

"Apparently not." Peter sighed. "Alright, can I use your phone?"

The woman pulled it out, extending it in a shaking hand.

Peter webbed the phone and yanked it into his hand. "Thanks." And turning his attention to the phone, he dialed 911.

"911 Emergency. What seems to be the problem?"

"Er, yeah, hi. I'd like to make a citizen's arrest… well, four of them, actually… is this the right number for that or is there a different one I'm supposed to call?"

"This is the right number. Do you have the arrestees detained?"

"Well, they're unconscious. Does that count? Oh wait, one sec." Peter fired a few web shots at key locations, gluing the men down. "Okay, they're detained. So now what?"

"What's the address?"

"Just a second." Peter scurried to the entrance to the alley, looking for a street sign. "Okay, I'm in an alleyway on 5th Avenue and West 11th street."

"May I ask the identity of the caller?"

"Is that required?"

"Yes."

"Ummm…" And suddenly, Peter knew exactly what he had to do with his powers.

"Hello?"

"…This is Spider-Man. You'll be hearing a lot from me in the future."

**Gwen's Apartment, **_some time later_

Peter's window was closed and locked. Sighing, he crawled over to the fire escape outside Gwen's window, and, seeing that she was awake reading, tapped on the glass.

"You can use the elevator," she said without looking up, the vibration of her words clearly detectable through the glass.

Peter sighed again. Dropping to the alleyway below, he pulled off his mask and gloves, smoothed his hair down, unzipped his jacket, and walked out of the alley and into the building.

Several minutes later, Gwen was standing, her eyes narrowed, directly in front of Peter.

"There things are supposed to be glare-proof," said Peter, taking his sunglasses back off. "I want my money back. Sarcasm aside, I thought you wanted to hit me."

"I haven't ruled it out yet."

"You are pissed."

"I am."

"Was it the kiss or the extremely illegal thing?"

"Both. You are an asshole."

They stood in silence for several seconds, before Peter finally looked away. "I know. I'm sorry. I don't regret getting that evidence (which I did deliver to the police), or kissing you, but I apologize."

"It's going to take a lot of groveling to make me forgive you. You made the news."

Peter glanced up. "What? The break-in? Already?"

"No, your citizen's arrest. 'Spider-Man'? Really?"

Peter grinned. "'Spider-Man.' Really."

"And 'You'll be hearing a lot from me in the future'? What the hell does that mean?"

"It means that for the first time in my life, I know exactly what I have to do." Peter sat down on Gwen's bed, suddenly serious. "My dad… and Uncle Ben… had this philosophy that they both held to pretty strongly. They believed that if there were things you could do to help others, things you could do better than anyone else, you weren't just right to do those things… you had a moral obligation to do those things. A responsibility. You remember that, right? 'With great power comes great responsibility.' I can do things. Amazing things. I have a responsibility to help others, don't I? I can't _not_ do it. The world has so few heroes in the world already. I'm giving it one more."

Gwen blinked. Peter was obviously not kidding. And as Gwen thought about it, she realized he was right. And as long as he was doing this…

"Two more."

Peter looked at her. "…What?"

"It sounds lonely to fight the good fight alone, and either way, you're right. I'm following in your footsteps."

Peter's face slowly broke into a smile. "Thanks. But I thought you were mad at me."

"I am. Get out of my room."

Peter moved to oblige, then stopped and turned whilst halfway through the doorway. "Sorry about the kiss, but..."

"It didn't happen, okay?"

"Right."

* * *

**A/N: Ta-DAAA! The origin story. The last part was a little sudden, I know. But other than that, what did you think? Review! Not just the chapter; tell me what you think of the whole origin. Good? Bad? Absolutely terrible? Well, probably not terrible, as you probably wouldn't have read up to here if it sucked. Just tell me what you think. _Merci_ and _au revoir_.**

**(P.S. I know. Seeing bullets is insane. That doesn't mean he's faster than them, it just means he can see them. I don't have a problem with the idea. Spiders can process all the information their senses receive at incredible speeds. I blew that completely out of proportion because I couldn't find a number to attach to it. Sorry.)**

***_In _Tarzan of the Apes_, Ka-goda translates to either "Do you surrender?" or "I surrender!"_**


	10. Preparations and Day 1

**The Parker Residence,** _the next day_

Gwen examined the device on the workbench between her and Peter. "Alright, so why exactly are you changing the web-shooter's design? It worked just fine last night."

"That design," Peter explained, pushing a gear into place with tweezers, "has terrible range, can in no way alter the diameter of the web, and uses way too much web fluid per strand. And they looked like crap. This design should solve all those problems."

The design in question was made from parts Peter had scavenged from mechanical pencils, fishing reels, padlocks and (most of all) wristwatches, the body of which now was being used for the web-shooter. After pushing and soldering the gear in place, Peter pushed a cartridge (basically a container for mechanical pencil lead that was plated with thin steel) into the receptacle, moved out of the line of fire, and pushed the trigger.

_Thwip!_

A line of the artificial spider silk, now about two millimeters in diameter, shot out of the nozzle and glued itself firmly to the opposite wall. Impressed, Gwen twisted the dial on the web-shooter ninety degrees, then motioned for Peter to fire it again. When he did, a thinly spun net of webbing shot from the shooter, spanning roughly two feet in diameter when it hit the wall.

"Like I said," said Peter. "Plus it looks cool. And now onto the next one."

_The next day_

"WHOO-HOO!" screamed a masked Gwen Stacy, swinging above 6th Avenue using her web-shooters. "I freaking love this!"

Peter, also wearing a mask, followed close behind her, kicking and leaping off of the sides of buildings instead of web-swinging. "I know! It's awesome, isn't it? But, um, use those sparingly. They only hold one cartridge each."

Gwen landed on the wall of a building, still slightly giddy and thus slipping down an inch or two. She calmed down immediately. "I know. Sorry. It's easier than that spider-powered free-running thing you do, though. Doesn't require spider-sense as much."

"Well then," said Peter, rubbing his chin, "maybe we should add more cartridges to your web-shooters. We could probably fit six on each wrist. What do you think, Spider-Woman?"

"I think I need a better codename. 'Spider-Woman' has too many syllables. "

"Spider-Girl? Scarlet Spider? Arachne? Web Girl? Come on, work with me here."

"You're not letting me get a word in edgewise. Although, truth be told, 'Spider-Woman' is still more dignified than any of those."

"Right. So, you're Spider-Woman. Hi. So, anyway, we're adding more cartridges to your web-shooters, right?"

"Right."

**The Parker Residence,**_ two hours later_

"So, said Peter, relaxing in a web hammock, "we have web-shooters. Now we need costumes."

"Why?"

"Recognition. Spider-Man can't just be whatever I happen to be wearing at the time plus mask and sunglasses. Plus, it's a super hero staple. Don't you read comic books?"

"No."

"Oh, right. You're not a nerd. Just an intellectual. Well, there's an entire shelf of comic books over there. Not a single one of those super heroes don't wear costumes… except Rorschach. He just has a coat and mask; and I'll be honest, he's not an A-list hero. All super heroes have them, even real life ones. We need costumes."

Peter's first design was fairly simple: red and blue, white eyepieces, a black web pattern, and a black spider on the chest. You know; the usual. After finishing up the drawing, Peter brushed some pencil shavings off the paper and showed it to Gwen.

"The Sixties called. They want their superhero back."

"They can have him," said Peter, tossing the crumpled ball of paper over his shoulder.

**A/N: NO OFFENCE TO STEVE DITKO! The classic costume is just fine, and if the artist gets the spider, colors, web pattern and eyes right, it looks spectacular. Getting all of that right is just very hard to do, and if you don't get it right, the design can look a little outdated. Just clearing that up.**

Peter's next design was more oriented for the future. Primarily blue, it had a red spider/skull emblem on the chest, two elbow spikes on each arm, and red designs around where the eyes would be.

"Intimidation aside," said Gwen, examining the drawing, "what say you design a costume with _practicality_ as a priority, okay?"

Peter chewed his lip, his pencil an inch above the sheet of paper. He sketched where the sleeves ended showing the titanium-grey glove housing the web-shooter underneath, making the sleeves of the suit end right before his knuckles, a loop for his thumb to go through holding it in place (If the glove just sat on top or next to the sleeve, it would keep riding up). He sketched the gray rubber soles (fabric would wear out almost instantly), showing where each broke up to allow him to use his adhesion ability, then roughed out the shape of the eyepieces, making them the reflective silvery-black of his sunglasses (that was, after all, where he was most likely to get them). After that, the rest of the costume kind of fell into place. Taking heavy inspiration from his first design, as well as what he was wearing the first time he called himself Spider-Man, Peter sketched a large black spider on the chest, the first pair of legs ending at his collarbones and the second set curving up to the shoulders and acting as the border between red and grey. The third set of legs stretched down to touch the tips of a belt-like design that almost touched the red area formed by the last pair of legs. In the red areas of the suit, he drew a sleek, curvilinear web pattern, although the red area outlined by the fourth set of legs simply contained a set of right angles emphasizing his abdominal muscles. On the outside of each arm and leg, he drew a thin red racing stripe-like feature, a web pattern marking each of those, and the areas just below the knees and elbows were red, with a similar black web pattern to the other areas of the suit. On the back of the suit was a large, sleek red spider similar to the one on the front. Peter finished the drawing with close-ups showing the web-shooters, which were visible outside the suit, the soles of the boots, the red fingertips of the glove, and the rim around the eyepiece, the top outer corner flaring up slightly and the bottom inner corner jutting down to resemble fangs.

Gwen stared at the drawing for a few seconds.

"Well?"

"I'm trying to find something major to criticize. It's better than the others, but what's with all the skintight designs?"

Lessens wind resistance. The material would be a stretch fabric, to enable full freedom of movement. So, what's the verdict?"

"…I like it. My turn."

Gwen's costume design was mostly black, with a red spider on the back matching Peter's, a stylized red hourglass shape on the chest, red brass knuckles (upon seeing that Peter added them to his design), and a hole at the top leaving her hair exposed. Her eyepieces were a reflective red, the kind you occasionally see on a pair of sunglasses but don't often see. The web-shooters were clearly visible on the sleeves; they were painted red. The fingertips of the gloves were red, as were the (fragmented) soles of the boots.

"Well, your hair kind of ruins the effect, Blondie," said Peter, examining the costume, "but other than that, looks sharp. I see you used my spider design."

Gwen shrugged. "I figured it could sort of be a team mascot thing. We have the same spider, we're partners."

"I wasn't complaining. I like it, Spider-Woman."

"Thank you, Spider-Man." Gwen paused, biting her tongue. "See? 'Spider-Man' has a sort of ring to it. 'Spider-Woman' doesn't really have that."

"Yeah, well, 'Black Widow' is taken. What are ya gonna do."

**Gwen's apartment, **_four days later, evening_

"Oh, come on, Peter! Just come out already!" Gwen called into the bathroom, where Peter had changed into his new costume.

"No. I can stay in here."

"Pllleeaassseee?"

An annoyed and exasperated sigh could be heard. "Fine." And with that, Peter, decked out in red and grey skintight spandex, stepped out of the bathroom.

Three seconds later, Gwen was rolling on the floor, laughing so hard she was almost crying.

"What's so funny?" Peter asked irritably.

"You're wearing TIGHTS!" Gwen gasped, pointing at him. "_Peter Parker_… is wearing _TIGHTS!_" And with that, she was back in the grip of hysterical laughter.

Two minutes later, her laughter subsided slightly. "But seriously," she said, wiping away a tear, "no one is going to take you seriously if they know who you are."

"Which is why I have this," said Peter, pulling on the mask.

Gwen's remaining chuckles immediately stopped. "…Okay," she said, "_that_ is impressive."

"THANK you!" said a masked Peter, irritation apparent in his voice. "Now, if you're done having a laugh at Peter Parker's expense, I want to take a field test of this thing. It doesn't look bad, does it?"

"Peter," said Gwen, and immediately chuckled. "Sorry. _Spider-Man_, you look fine. The fact that it's skintight spandex aside."

"It's a spandex-polyester blend!"

"Whatever. Just go do your thing."

"Alright, fine." Peter opened the window, hopping onto the sill and crouching there. "But when I get back, you had better be in costume, too. You've had a laugh at my expense; now it's my turn." And with that, he turned, stretched out his hand, and flicked his middle and ring fingers into his palm.

_Thwip!_

He grasped the webline, pulling hard and shooting toward where it was anchored. Reaching the wall of the building, he ricocheted off, bouncing back across the street and into the gap between the apartment building and a bank. Vaulting off of a fire escape, he did a barrel roll in midair before touching his fingertips to one of the walls and scurrying across it like a spider. Flying out of the alleyway, he pressed his middle and ring fingers to the button on his palm and fired another webline out of the disc on the underside of his wrist. Adhering to it with the tip of his index finger before it flew out of reach, he held it between his thumb and the knuckle of his forefinger, swinging in a tight arc and slingshotting onto the roof of another building. Immediately breaking into a run, he sprinted across the roof at a hundred and thirty miles per hour—his top speed—and leapt off, propelling himself over a hundred feet into the air.

"WHOO-HOO!" screamed Spider-Man, firing another webline. He swung downwards, coming within six inches of the street below before arcing back up again, releasing and firing another webline, zipping to the wall of the building and crawling up. He grinned at the shouts of surprise and awe from the street below, and just before he disappeared over the top of the building, he waved jauntily.

Dashing across the roof, he leapt off, fired another webline to bank, and headed back towards the apartment. Spider-Man ran on the side of a building, lumped off and fired a webline at the corner, swinging around and releasing. He relished the feeling of weightlessness for a moment, before firing another webline at Gwen's windowsill and zipping straight into the open window.

He closed the window, pulling the blinds down, just as a costumed Gwen stepped out of the bathroom.

"Go ahead," she said. "Laugh."

Peter wasn't laughing. He was busy with a spectacular mental tug-of-war with his hormones, trying to control himself after seeing his crush for nearly two years wearing a full-body skintight costume. "Gwen," he finally said, "you look absolutely amazing."

She raised her eyebrows. "…Thanks. Not quite the reaction I was expecting."

"Me neither," Peter said, starting to pull off his mask.

"NO!" Gwen waited for Peter to comply, before saying, "I cannot consider the thought of Peter Benjamin Parker of wearing a skintight outfit like that without laughing. Spider-Man, that's easier to do… Oh, right." Gwen pulled her mask on, making sure all her hair was outside of it, and Peter visibly relaxed.

"Okay, I can see where you're coming from. Gwen Stacy wearing that would be completely insane, but for Spider-Woman it's perfectly natural."

"Precisely. Now, what say we go out now, split up, and meet at midnight at… hmmm…"

"The One World Trade Center."

"Sure. Sounds good. Shall we go?"

"Let's."

**A/N: A little rushed, sure. Reminds you of that one flashback scene from **_**Spider-Man: Partners**_**, sure. I have no excuse. Sorry.**

** (If you haven't read **_**Spider-Man: Partners**_**, it's now recommended reading. It's a fanfic by Diddy Kong, and it's fairly similar in premise to this one.)**

** A parking lot,**_ fifteen minutes later_

"Ahem."

"AAGH!" The car thief spun around in the driver's seat, his wild eyes focusing on the young man who had somehow gotten into the backseat of the car he was stealing.

"You know," said the man, "in the future, if you're going to steal cars, don't dress like a car thief."

"Who are you?" the thief asked, still surprised. "Are you a cop?!"

"_Really?_ You seriously think I'm a cop?" The man looked down at himself. "In a skintight red and grey suit. Genius, dude. Pure genius. You must bump into wired cops."

A web shot hit the thief in the face.

"Argh!" he exclaimed, stumbling out of the car and trying to rub the webbing out of his face.

"Heads up!" The same guy in tights seemed to come out of nowhere, kicking the thief in the head. The thief staggered towards the wall, finally getting the web out of his eyes, then immediately pulled a pocketknife on the tights-wearing man, who sank to his knees.

"Oh, God. Is that a real knife?"

"Yes, it's a real knife!"

"Oh, God. My weakness… it's small knives!"

Before the thief had time to process the sarcasm in this statement, another web shot, this one bigger, hit his hand, cementing it—and the knife—to the wall behind him.

"Oh, that was awesome. One sec." The masked man pulled what looked like a cheap phone out of the pocket of a backpack he had that the thief hadn't noticed before, dialed quickly, and held the phone to his ear.

"What the hell is this?!" the thief demanded.

"That is an artificial webbing I invented. Now shut up. Oh, hi. Yeah, I'd like to make a citizen's arrest…"

"What?! No! Let me go!" Before the thief's hand got six inches on its crusade to free the other hand, another web shot was gluing it to the wall as well.

"… Okay, yeah, this is Spider-Man. Yes, that Spider-Man. How many are there? Okay, anyway, I'm in a parking lot behind… Queens County Hospital. Okay, thanks. Bye." The man, who evidently called himself Spider-Man, closed the phone and dropped it back into his bag. "Alright, the boys in blue will be here in five minutes. You just be a good boy until then, alright?" And without waiting for an answer, Spider-Man jumped onto the wall above the thief, stuck there, crawled up, and disappeared.

**A/N: So, so sorry.**

** Elsewhere, **_three minutes later_

"Hurry up!" shouted the ringleader of the group, urging the others on. "Get the cash into the back of the car! Hurry!"

"So, um," said a voice, seemingly from nowhere, "dare I ask… where'd you even _get_ that money?"

"What the…"

"I mean," the voice continued, "I assume you got it in a less-than-legal manner, judging by how you're behaving right now… seriously, you look like a kid who got caught with his hand in the cookie jar."

Suddenly, out of nowhere, a line of what looked like spiderweb shot out of the shadows, latched onto one of the men, and dragged him kicking and screaming into darkness. The screaming stopped almost immediately.

"What just happened?" breathed one of the men.

"Oh. I just detained your friend. Don't worry, he's fine. Little tied up, but otherwise okay."

Deep in the shadows overhead, Gwen facepalmed. "A little tied up?" _That's _the best she could come up with? That was just embarrassing.

_Spider-sense!_

_BANG._

Gwen dove to one side, narrowly avoiding a bullet. She had to dodge a few more times, but eventually managed to hit the man's gun with a webline and jerk it out of its owner's hand.

"Now really," she said. "That's how you treat a lady? Your mother must have had a job raising _you_." _Better, Gwen. Keep it up._

Spider-Woman burst out of the shadow she had been residing in, tackling one of the remaining two men behind the other's back, firing a webline at the ceiling, and dragging the now unconscious man up to the ceiling, sticking him there with webbing next to his friend.

"And then there was one… remember, you can surrender at any time."

"I give up," said the quaking man immediately.

"Smart guy." Gwen stuck his feet to the ground with two web shots, and then webbed her backpack from the corner she had stashed it in and pulled out the burn phone she had bought.

"I'd like to make a citizen's arrest," she said to the 911 dispatcher she got after a second. "Well, actually, three of them."

"Okay… wait a—is this that Spider-Man guy?"

Gwen laughed. "Oh, so you've heard from him? No, actually. This is his partner, Spider-_Woman_. Not the same ring, I know. We're working on that. So anyway, the citizen's arrest."

"Um… right. What's the address?"

When Gwen gave it to him, she heard the sound of writing on paper, then, "Okay, thank you. We'll be there in a few minutes."

"Awesome. Two of the criminals are glued to the ceiling. Thanks. Bye." Gwen closed the phone, tossing it back into her backpack and zipping it closed, then dropped to the ground.

"I had fun, guy," she said to the one criminal still conscious, walking towards the door. "Let's not do this again sometime."

**Elsewhere, **_a few hours later_

Spider-Man vaulted off a water tower, on his way to the Freedom Tower. For his first night as a super hero, it had been pretty productive. One car theft, four muggings, a rape and a jewelry theft had been stopped because of him.

_And look. A shoot-out._

He fired a webline, swinging down to street level and releasing, ramming feet first into some gang member. He backflipped off as the man hit the pavement, landing and crouching on a streetlight.

"Past your bedtime, isn't it?" he said, loud enough for every last gang member to hear, checking an imaginary watch. Roughly half a second later, he leapt off, narrowly avoiding the gunfire now pointed in his direction. "Oh, come on now. That's rude. You wouldn't see _me_ doing something like that. Really. I'd do it when no one was looking."

He twisted in midair, fired a webline at the car in front of two of the shooters, and zipped towards it, kicking the first one in the face, immediately moving to the next one and punching four of his teeth out. Ducking behind the car and sticking to the side, so as to not get shot in the ankles from under the car, he twisted the dials on his web-shooters one hundred and eighty degrees and glued the unconscious shooters to the ground with nets made of webbing. Twisting the dials back into their normal position, he leapt upwards, dodging a small hailstorm of bullets as he did, and web zipped to the next shooter. He had just reached him when another webline, not from Spider-Man, hit the next one in the chest.

"Oh, sweet!" said Spider-Man, jamming a particularly annoying gun with webbing. "My feminine side's here. Welcome to the party, Spider-Woman."

"Please don't call me your feminine side," said Spider-Woman, knocking the shooter she had web zipped to off his feet with an uppercut. "Sounds kind of undignified."

"Said the woman wearing a skintight leotard."

"Hey! You're wearing one too!"

"And your point is…"

Spider-Woman sighed. "Never mind." She webbed the last shooter, stuck her feet to the ground, and pulled him towards her, throwing him face first at the ground when he got within grabbing range. "And we're done here."

"Awesome." Spider-Man stretched, cricking his back as he did so. "So, do want to catch a movie?"

"At this time of night? And with what we're wearing? Heck no."

"Right. So we're going with our original plan?"

"Seems like it."

"WAIT A SECOND!" said a police officer who had been present during the exchange. "First I have to ask you a few questions!"

"Fire away," said Spider-Man, already crouched on the roof of the police cruiser.

"Um… well, firstly, are you that Spider-Man guy who's been making all those citizen's arrests?"

"She also made some," replied Spider-Man, pointing at his female counterpart. "But yes, I would be Spider-Man. Next question."

"Is this you?"

Spider-Man examined the photograph in the officer's hand. It showed a blurry him from several days ago, swinging on the crane using his prototype web-shooters after jumping out OsCorp's window. "Um, yeah. That's me. I got a new outfit."

"Yes, I can see that. I'm sorry, but I'm going to have to place you under arrest for breaking and entering."

"Please tell me you guys at least _looked_ at the blueprint I gave you."

"We did, and we're looking into Norman Osborn's connections to the Parker murder case. It doesn't change the fact that you're being charged with breaking and entering."

"You can add 'resisting arrest' to that," said Spider-Man, tensing his legs. Before the cop could process this sentence, Spidey was in the air, turning two backflips and firing a web a nearby building. "Oh yeah! Style points!" he yelled, twisting so that he was facing forward as he swung. At the top of the arc, he released the webline, fired another, and zipped to the top of another building, where he sprinted across the rooftop, leaping onto the next one, bouncing, and sticking to the wall of a skyscraper nearby.

_That could have gone better,_ he thought, running on the side of the building, _but it was fun. I could get used to this._

**The One World Trade Center,**_ two minutes later_

"So," said Spider-Woman, pulling herself onto the top of the building and pulling her mask off, "how was your night?"

Spider-Man shrugged his backpack off, tossing it at a higher point on the crane he was leaning on and webbing it there. "Not too bad. My burn phone's battery needs charged, though. And I ran out of webbing twice. You?"

Gwen crouched on the edge of the roof, then hopped slightly, landing in a sitting a sitting position with her legs over the edge. "That was so much fun. I love this. I love this!"

Spider-Man crouched next to her, pulling off his mask as well. "I know," he said. "It is fun, isn't it? Still. Web fluid is _not_ cheap. I really, really need a job."

"Sit down, Peter."

"Huh. You didn't laugh."

"The line between Peter and Spider-Man is a little blurry right now. Sit."

"I am sitting."

"You're crouching."

"That's my version of sitting. There's more spider in my head than yours, remember?"

"How could I forget?" Gwen grinned slightly, then poked Peter.

Instantly, Peter twitched violently and jerked away from her touch. "_Hissssss!_"

"I don't think spiders hiss."

"They do. It's just not really loud enough to be audible. _Hissss!_ Stop that!" Peter fired a (barely dodged) web shot at her face, then back-flipped and did a back-handspring away, landing in a fight stance. "Care to dance, Girly?" he said, a mock threatening edge in his voice.

Gwen grinned evilly—she had thought about getting some sparring in—and leapt upwards, doing a back-flip and twirling in midair to land facing Peter. "Bring it on, Bookworm."

Peter smiled. Planning his move perfectly, guided by spider-sense, he charged at Gwen, making like he was going for her legs, then at the last second vaulted over her and delivered a straight-fingered jab to the nerve cluster at the base of her neck as he sailed over her head.

Gwen's knees buckled slightly, but she managed to grab Peter's ankle as he made to land and pulled him off-balance. _Oww._ Keeping a firm grip on Peter's foot, she twisted and slammed him into the ground. Noting that he had deflected the impact from his face using his forearms, she turned and hurled him at a crane.

Peter had predicted this. Twisting in midair, he avoided hitting the crane's base, swinging around it and launching back at Gwen, firing a webline at the crane's jib as he did and grabbing Gwen as he swung overhead.

Gwen gave out a small shriek as she found herself suddenly airborne. Looking up at what Peter was doing, she saw him fire another webline at another crane, but not release his first one, so that they were suspended between the cranes. Linking the two lines, he twisted the dial on his right web-shooter 180 degrees, fired a net of sorts at Gwen, and proceeded to wrap her in it, much like a spider would a fly.

"Ugh!" Gwen tore through the thin weblines without too much trouble, but found that the end of the main one was still stuck to her ankles, resulting in her being suspended some ten feet above the roof upside-down. As she glared at the line stuck to her ankle, Peter lowered himself upside-down by another webline, again like a spider might, until their heads were at about the same height. "Surrender," he said, his face trying very hard to look serious.

Gwen couldn't. she was laughing too hard.

**Norman Osborn's Penthouse,**_ meanwhile_

(What was he doing up at midnight? He had a meeting the next day.)

Osborn rubbed his chin. He absently thought about growing a goatee, before banishing the thought in favor of a more serious matter.

Parker.

The boy was alive and causing trouble.

Yes, the police couldn't use the evidence he had given them. But now they would be looking for a way to get a warrant. He had already destroyed all the evidence, but now a masked spider-themed teenage vigilante—scratch that, TWO masked spider-themed teenage vigilantes, dammit, Stacy—were running around New York.

Well, killing him via gun was laughable. He had had Gargan try to do that once, and he actually had the gun TO PARKER'S HEAD WHILE HE WAS ASLEEP… and Parker had hurled him out the window WITHOUT EVEN WAKING UP.

…_ #$%^&* # $% $# &^%$!_

Norman continued mentally reciting his entire list of obscenities for a few more seconds, before turning to his computer, clearing the screen saver with a press of the space bar. Sorting through the files of various projects, he searched for one that might kill Parker and Stacy. At last the cursor stopped on one file in particular.

Somewhere in Norman's mind, the Goblin offered his opinion. _That might work._

The file's name was _Project: Marko._

* * *

**A/N: **_**A few notes on Sandman:**_

** First of all, you know Sandman's classic origin? Flint Marko, yadda yadda yadda, jail, blah blah blah, escapes, police manhunt, nuclear reactor exploded thus fusing his molecules with that of the grains of sand on the beach. That's **_**ridiculous.**_** Even for a sci-fi story.**

** Project: Marko is a large mass of several hundred million modules, each the size of grains of sand, which can link together electrostatically, thus allowing it to change shape. An AI program is distributed between the modules, similar to the AI in video game bad guys, allowing it to be self-controlling and go after various targets. Yes, this is still ridiculous. In my opinion, it makes a hell of a lot more sense than the classic origin.**

_**A few notes on costumes:**_

** My original idea for Spider-Man's costume was waaaayy more angular (and slightly clunky-looking) than the new one, but then I decided, "If I'm rebooting this in the style of **_**The Amazing Spider-Man,**_** the costume should be way sleeker, refined, more modernized, ect. In other words, more TASM-ish. Believe me; it looks way better than my original concepts in my drawings. (Expect one of those drawings to become the story's image…thing… sometime in the next few days. The drawing isn't very good, though.)**

** Likewise, the new Spider-Woman costume design is also refined. Mostly I've just modified the hourglass shape on the front of it. I don't have a drawing of that since I am absolutely, positively, TERRIBLE at drawing the female figure. I'm sorry. It's not easy for someone who's just relearning this stuff and was never very good to begin with. You'll just have to take my word for it until I get better at drawing.**

** Please review. **_**Merci**_** and **_**au revior.**_


	11. Money Problems

**Gwen's Apartment,**_ the next morning_

_BeCRRUNCH._

"God dammit," muttered Peter, lifting his hand off of his smashed alarm clock. "_Another_ one bites the dust." Sighing, he carefully grabbed his glasses off his nightstand, stumbled out of bed, crushed his doorknob, and stumbled to the kitchen.

"Morning."

"Morning, Gwen," Peter muttered, making a beeline for the coffee maker. "Please tell me that's not decaf."

Gwen laughed. "After last night? Hell no. We only got, like, five hours of sleep."

"Three, actually." Peter filled a mug halfway with coffee, walked to the fridge, pulled out a can of Mountain Dew, and filled the cup the rest of the way. "I do NOT sleep well." With that, he downed his mug of foul-tasting greenish-brown substance. "My god, that tastes horrible."

"Of course it tastes horrible, genius. It's a mixture of Mountain Dew and coffee. So, guess what?"

"What?"

"We are really, really low on web fluid."

"Well, of course we are. I'm on my last pair of cartridges, and you only have six left for each hand. And guess what?"

"What?"

"The chemicals in artificial spider silk are outrageously expensive. We need a job. Now."

Gwen twisted the newspaper on the table towards Peter. "Way ahead of you. I've circled every job in the want ads that can take a flexible schedule."

"And, uh, how many of these would employ teenagers?" Peter asked, examining the circled advertisements.

Gwen pushed the front page of the newspaper towards him. "Just this one."

The front page of the _Daily Bugle_ featured an enormous headline screaming the word REWARD! Just underneath that, _Photos of the Spider-Pair get $$$._

"_The Spider-Pair?!_" Peter shuddered. "My God. They had five hours to come up with a name and they go with _the Spider-Pair?_"

"Still. Three dollar signs."

"Don't care. We are not working there. We are _not_ working there."

**The Parker Residence,**_ thirty minutes later_

Gwen can be very convincing when she wants to be. Keep in mind that her IQ, while not quite at the level Peter's is at (IQs over 200 occur once per generation MAYBE), is well into the 180s range, so you'll forgive me as I leave her argument out for failing to figure out exactly what it was. Just assume it was really, really, really good. Which was why Peter found himself digging through a box in his attic to grab the camera he knew was there.

"This camera," Peter said, taking it out of the box and showing it to Gwen, "was my dad's. He was a SHIELD agent, so I think this was meant for reconnaissance. Take a look."

Gwen took the camera, examining it. "This is a really long lens." Her brow furrowed as a section of the camera detached. "What the… oh. Oh!"

"That's a remote control, isn't it?"

Gwen turned the small touch-screened device over in her hand. "Yeah." She flicked the switch into the 'on' position, and when nothing happened, she raised her eyebrows. "Seems to be dead, though." Flipping it over, she popped the battery out of the back. "Are there any Double A's up here?"

"Nope."

"Huh. Well, we need two for this…" She opened the battery compartment of the camera "…and three for this."

"Awesome. Let's go."

**Some random building,**_ a short time later_

Spider-Woman twisted the dial on her web-shooter forty-five degrees, forming a net between a flagpole and the building it was mounted on to hold the camera. "Alright, camera in position," she said into the burn phone she held between her shoulder and the side of her head.

"Are you sure? It's not centered."

She turned to look at Spider-Man, who was perched on a webline spanning between two buildings some two hundred feet away. "How do you know that? You're way over there!"

"Hyper-awareness doubles as telescopic vision. Vibrational sonar helps with that."

"…"

"Jealousy really doesn't become you. Okay, now it's centered."

Spider-Woman took her hands off the camera, adjusted it again when it started to fall, and secured it in place with more webbing. She leapt to where Spider-Man was perched, let him scurry off the webline, and set to work helping him remove it. That done, they moved around the corner of the street.

"So, basically, we're going to swing around the corner as if there wasn't a camera there. Correct?"

"Yeah, pretty much."

**The **_**Daily Bugle**_** Offices, **_sometime later_

"Crap. Crap. Megacrap. Toilet paper." The man examining their photos stopped, staring with a single raised eyebrow at the photo in his hand. A little bit of ash fell from his cheap cigar and put a small smudge on an important-looking document. "This one," he said, turning it towards Peter and Gwen, "is a disgrace to all photojournalism."

Gwen bristled, but Peter had expected this kind of stuff from the publisher (!) the instant he had set eyes on him. Prematurely grey flat-top, cheap cigar that had long since burned out yet he refused to light a new one (_probable cheapskate_), mid-fifties yet had quite a few wrinkles, none of which seemed to be from smiles (_grouch, probable shouter_), attire that screamed Forties, complete with a loose tie and a freaking _Hitler stache_… everything about him was a stereotypical terrible boss. Peter had resigned himself to rather unethical bargaining less than a second after seeing J. Jonah Jameson.

Jameson shuffled through the pictures for another few seconds, pausing at the one that showed Spider-Man in mid-swing, carrying someone under his arm. That one had been a stroke of luck, really: they had just been swinging by when some guy fell off a nearby building, and the situation was just perfect for a photo. "Tell me something. My best photogs can't get a glimpse of these two. So how can you, a couple of kids, get this many? Especially since they're taken in different spots."

Peter shrugged. "Divide and conquer. We split up, stayed in contact via cell phone—"

"You kids and your gadgets."

"And let each other know where they were headed. Simple as that."

Jameson stared at Peter, and when Peter returned the stare coolly, growled. "I'll give you kids a hundred fifty for the bunch."

Peter raised an eyebrow. _Web fluid costs four hundred fifty._ He _hmmed_, putting on a contemplative face. "I wonder how much the _New York Times_ would take for these pictures."

Jameson glared at Peter, then at Gwen, who was barely holding in hysterical laughter. "I'll give you three hundred."

"Three fifty," Gwen blurted.

"WHAT?!" Jameson had gone from businessman to berserker instantly. "THREE HUNDRED AND FIFTY DOLLARS? I'VE NEVER BOUGHT PHOTOS FOR SO MUCH!" And suddenly the shrewd businessman was back. "Three twenty. And a copy of the paper. Best I can do. Take it or leave it."

"We'll take it."

Jameson grumbled under his breath, writing the check. "Three hundred twenty bucks… outrageous…" Tearing the piece of paper off the pad and shoved it roughly in their direction. "Give this to the girl out front, she'll see you get paid."

"Thank you." Peter took the check, leaving the room with every air of traditional teenage cockiness, holding the door open for Gwen. "So," he said to Gwen, handing the check to the secretary, "I think that went well, but we still need a hundred thirty. What do you suggest?"

"Hey," somebody called from across the room, "Just got something on the scanner! Some sort of disturbance in Times Square!"

"That'll work," Peter muttered, grabbing the money in the secretary's hand. "Thankyewverymuch, we'll be leaving now."

_Exactly thirty seconds later_

"So," said Spider-Man, sprinting across a rooftop and leaping off, "what sort of 'disturbance' do you think is in Times Square that would be big enough to be broadcasted on a police scanner?"

"No idea," replied Spider-Woman, kicking out at the peak of her swing and releasing the webline. "Probably something big, though, otherwise they wouldn't need multiple cops."

Spider-Man kicked off of the wall of the building he was running on the side of, firing a webline at its corner to swing around it. "Yeah, probably. Maybe another gang shoot-out—shit, I'm low on webbing—or maybe a flash mob. That would make my day."

"You've got the camera, right?"

"I thought you had it."

"Shit."

"Kidding. Yeah, it's in my backpack, as is a tripod I found."

"Okay, cool. We're coming up on Times Square. You set up the camera, and I'll…"

"…"

"Oh…my…God…"

Spider-Man, being Spider-Man, recovered from his surprise almost immediately. "Huh," he said, watching the cohesive wave of sand engulf a nearby minivan and pitch it at the approaching police car. "_There's_ something you don't see every day."

* * *

**A/N: Please leave a review, but I'd appreciate it if you said a little bit more than "great chapter" or "great story". I mean, I'm flattered that you would think so, but I'd LOVE if you were to go into a little more detail than that. Reasons WHY you love the story, ideas for future chapters, ways you think I could improve the story, ect. **

**Also, you know the picture I drew that's now this story's image? It sucks. My artistic talent leaves something to be desired. If anyone who's good at drawing and happens to have a DeviantArt account wants to create a piece of fan art for the story (my god, that sounded bigheaded), then could you tell me where to find it?**

**Thanks so much! _Merci_ and _au revoir._**


	12. Sandstorm

**A/N: I'm sorry this took so long; I've been playing with my new laptop. If the last part seems a little rushed, that's because it was. Sorry about that.**

** Also, I refuse to call this incarnation of Sandman "Sandman". It's not even human. Never was. Because of that, I'm renaming it the Sandstorm. Makes more sense to me.**

"Huh. _There's_ something you don't see every day."

Spider-Woman rolled her eyes behind her mask. "No, I don't think it is," she said. "What the #$% is it?"

Spider-Man scratched his head, positioning the camera on top of one of the billboards. "I'm not sure. I want to say that it's a giant cohesive mass of sand, but that's absurd." He hopped and preformed a swan dive off the ledge, swinging on a streetlamp below and sticking to another streetlamp upside down next to the police that were already there. As Spider-Woman sailed down on a webline to join him, he continued, "more likely it's a mass of tiny machines that group together electrostatically, possibly being radio controlled from elsewhere, or possibly supporting an AI system between the particles."

Two cops turned to stare at him, bewildered.

Spider-Man shrugged. "I saw something on TV about this sort of thing. It's not that different from those magnetic balls that are being sold. You know, Buckyball—MOVE!"

Spider-Man dove in one direction, Spider-Woman in another, each one towing a police officer with them. Less than an eighth of a second after they were clear, the streetlamp and surrounding area was essentially sandblasted. The huge wave curled around (Spider-Man noticed a small piece of metal twitch, as though affected by a magnetic field) and formed a sandstorm of sorts that began chasing Spider-Man.

_Okay, Parker. Think. The thing is held together via some sort of electric or magnetic field, right? Well, what you need is a massive arc of electricity to destabilize it. Umm… Uh-oh._

Spider-Woman was perched on a streetlamp, obviously trying to formulate a plan of some sort herself, and the sand…thing had turned its attention to her. Warned by her spider-sense, she leapt into the air, firing a webline at the building across the street and zipping there. After a moment's hesitation, Spider-Man joined her.

"Okay, listen. We need some kind of arc of electricity to destabilize it."

"A car battery. Jumper cables."

"Perfect. And, um, it would probably be a good idea to stay as far away from each other as possible. That way, it couldn't focus on one specific spot."

"Got it."

Without hesitation, the two Spiders dove in opposite directions, avoiding a pillar of sand that smacked exactly where they had been on the wall. Forming into a sandstorm again, it shot after Spider-Woman, who began executing random dodges and acrobatic feats to throw the computer driving the sandstorm off. "Any time now, Spider-Man!" she called.

"Working on it!" Spider-Man called back, ripping the hood of a car off in his haste. "Oops. Umm…" leaping to the trunk of the car, he ripped it open, grabbed the jumper cables, and hopped back to the front of the car. He clamped the ends of the jumper cables onto their respective electrodes on the car's battery, tested the current by tapping the cables together, and called, "Okay, ready! Get it over here!"

"You come here!"

"Hell no! I'd have to carry the car! Crap, I can't use that argument anymore. I'd have to put down the cables!"

"FINE!" Spider-woman fired a webline at the ground in front of the car, zipping there and followed by the huge wave of sand. Squeezing his eyes shut behind his mask, Spider-Man pushed the two electrodes into the sand.

_ZZAAPPP!_

Okay, the sound effect is a little exaggerated, but you get the idea. The electricity shot between the electrodes, channeled by the particles of the sand… thing… and proving that they were, in fact, meant to conduct. The sand between the electrodes immediately separated from the rest of the huge mass and fell to the ground, where it quickly started moving again to join its larger body.

"Alright," said Spider-Woman, diving away to avoid being sandblasted. "So, we know that works. Now what?"

Spider-Man dropped the cables, leaping out of the way to avoid a huge sand mace of sorts. "I have no idea. These modules are obviously meant to conduct electricity between themselves, and—ARGH!"

The sandstorm had managed to snag Spider-Man's foot, and he was immediately dragged into the midst of it. There's a reason that people in the Sahara desert try to avoid sandstorms. There's a reason there's a desert in China that's name loosely translates to "go in and you won't come out." Sandstorms can and do kill people. Peter felt pieces of sand push through the fabric of his costume, carving deep scratches into his skin. He felt the amount of matter left in the web fluid cartridge on his left wrist, and realizing he only had maybe enough for one line left, aimed at the closest streetlamp he could sense.

_Thwissss…_

The webline stopped jetting out halfway to the streetlamp. Desperate, Spider-Man webbed the webline with what remained in his other cartridge, pulling hard on it and flying out of the sandstorm. Temporarily safe, he coughed once, clearing his windpipe of sand, before leaping away, barely avoiding a huge sand mace again. _Out of webbing. Shit. I'm screwed._ Bouncing off a wall, he adhered to one of those electronic billboards, trying to figure out his next move.

"Ummm…" Spider-Man blinked as he realized that the sandstorm had turned its attention solely to himself and Spider-Woman, even when neither one of them was attacking it. "Hey, Spider-Woman!" he yelled, leaping to where she was perched. "Have you noticed that it's now _only_ going after us?"

"No, I hadn't realized that." The conversation was interrupted as they leapt in opposite directions, once again avoiding a torrent of sand. "I thought we agreed," she yelled from across Times Square, "to stay apart!"

"We did, but I think I have a plan! Follow me!" Spider-Man leapt away, followed by Spider-Woman, followed by the giant sandstorm.

Not having lived there, I'm not sure this is true, but I would think that with somewhere as huge as New York City, there would always, _always _be construction somewhere or other. It was the simple matter for Spider-Man to find a construction site whilst running full speed from a coherent sandstorm. _Should be easy enough. I wish I had another pair of cartridges._

Spider-Man jumped, vaulting off a billboard and finding himself less than two blocks away from a building under construction, Times Square already far behind. Time flies, doesn't it? He landed on the other side of the street, leapt over the chain-link fence, and ran to the worker nearest the cement mixer.

"You!" he yelled. "Please tell me that there's cement in there!"

The worker nodded uncertainly, then glanced over Spider-Man's shoulder, then did a double-take.

"Yeah. There's an artificially intelligent sandstorm actively trying to kill me. That's why I was wondering. Is it alright if I...uh...lure it into the mixer? Please? While it's on?"

"That is a _terrible_ plan, P-Spidey!" yelled Spider-Woman, landing and promptly leaping off again to avoid being sandblasted.

"Hey, I don't see _you_ coming up with one! If we had more webbing, I'd suggest gluing the modules together!"

Spider-Woman, upon hearing that, twisted the dial on one of her web-shooters and fired a net of liquid adhesive at the sandstorm. The modules that touched it were immediately stuck, but she ran out of webbing mid-fire. Muttering a collection of swear words that would make a sailor wince, she ducked and wove through the metal framework of the building under construction. Spider-Man, meanwhile, managed to get its attention .

_Okay. Awesome. Attention on me and not on Spider-Woman. Now I can lure it into the mixer._

_ Aw, shit. I'm going to have to go _in_ the mixer, won't I?_

Spider-Man groaned, diving toward the mixer, closely followed by the sandstorm. He waited for a second, and when the storm was about to engulf him, called out instructions to his female counterpart and dove into the mixer.

There was plenty of concrete in there, enough to fill the mixer a little more than halfway. Spider-Man sighed, knowing for a fact that this was going to suck, as the giant drum started to spin. As the last of the sandstorm surged in and engulfed him, Spider-Man dove to one side, just as the cement got at an angle sufficient to fall.

Spider-Man frantically crawled out of the cement that had fallen on his legs, then up the side of the drum, as the concrete fell onto the rest of the sandstorm. All there was left was the stuff in his costume, which fortunately wasn't even close to enough to support an AI system between. Spider-Man sighed with relief, jumping out of the mixer.

"K, you can turn it off now!" he called, dropping to the ground.

Spider-Woman turned off the mixer, hopping out of the driver's seat. "So, it worked?"

"Yeah." Spider-Man examined the grains of what resembled sand trapped in the material of his glove. "That was amazing."

"What? The adrenaline rush?"

"Of course not. I barely noticed that. I'm talking about the sandstorm." Spider-Man turned to look at Spider-Woman. "That was a mass of, essentially, robots the size of grains of sand. Supporting an AI specifically designed to go after us."

"The modules themselves would have to contain computer chips, too," Spider-Woman pointed out. "Now, guess who has access to blueprints describing a computer chip the size of a molecule?"

Spider-Man sighed, turning to glare at OsCorp Tower in the distance. "Him. of course it was him. I have given a name to my pain..." he said, with another sigh, "and it is Osborn."


	13. Deadpool

**The **_**Daily Bugle,**__ the next day_

"WHAT?!" Peter leaned on the desk, his glare perfectly mirroring Jameson's. "_One hundred bucks?! _With all due respect, _sir_, these photographs were _dangerous_ and _difficult _to get. You have no other photos of the fight. Either we walk away with no less than six hundred, or we're going to the _New York Times_."

"_SIX HUNDRED DOLLARS FOR FOUR MEASLEY PIXS?! ARE YOU INSANE?! _Four hundred. I'm not going any higher."

A small piece of ash fell off of the end of his cigar and landed on Peter's nose.

Peter sighed, stood, turned, and paced once, wiping the ash off his nose and secretly signaling for Gwen to take over.

"Sir," she said, standing, "Peter here's right. The only photographs you have of the fight are the four on your desk right now, and that's _if_ we sell them to you. Plus, also like Pete said, getting them meant getting well within the line of fire. And the one that you said _wasn't_ crap? If that photo is on the front of today's _Daily Bugle_, you're going to make an easy a hundred thousand dollars today. So, do you think you could spare $450?"

Jameson growled. "No. Yes. Fine." He scribbled the number on the check, ripped it off the pad, and shoved it towards Gwen. Peter held the door open for Gwen, and immediately after she walked out, Jameson added, "You should take anger management classes from your girlfriend, Parker."

"She's not my girlfriend," Peter shot back, closing the door.

**The Parker Residence,**_ later_

"I mean, you're _not_ my girlfriend, right? I mean, sure, you're a girl, and you're my friend, but we're not romantically involved. I don't _think_ that makes you my 'girlfriend', but I seem to have lost track of exactly what that term means. Am I rambling?"

Gwen rolled her eyes. "Yes. Shut up and finish the web fluid."

Peter handed Gwen a pair of safety goggles, turning the heat down on the Bunsen burner in front of them. He added a powder to the clear mixture in the modified beaker above the flame, then immediately covered the opening with a piece of sheet metal, keeping the resulting compound from absorbing any air. "Three...two...one..."

Peter waited another few seconds to be sure, before indicating for Gwen to hold down the sheet metal, then connecting a homemade valve to the beaker and attaching an empty web fluid cartridge to it. Taking a gas duster, he added some propellant to the inside of the cartridge, then opened the valve, forcing web fluid into the cartridge.

After a few seconds, Peter closed the valve again, sliding a cap into the slot for it and heating the end of the valve with a soldering iron, effectively fusing the cap to the cartridge. Removing the cartridge, he moved to the web-shooter he had placed on the table a few feet away and loaded the cartridge in, then pressed the trigger.

_Thwip!_

Peter tested the webline with the same attention to detail as a connoisseur of fine wines. "Hmmm. It solidified in air properly..." He pulled the line, and the area where it had splattered on the wall stretched in his direction, resembling an actual spider web. "Stretches to four times its usual length..." He pulled on a half-inch steel cable that he had mounted to the wall, comparing the webline's strength to its. "Accurate tensile strength and adhesive properties. Perfect." He turned to Gwen. "Alright, we made it properly. Now we need to fill all of the cartridges."

"Can we find something heavy so I _don't _have to hold this piece of metal down?"

"Oh, right. Sorry."

_Later_

"You know what we need?" asked Peter, grabbing a seam ripper. "A police scanner. Preferably a portable one, so we could carry it around in costume." He examined where the concrete had stained the legs of the costume, then removed it from the main suit using the seam ripper.

(Am I the only one who doesn't get why the shirt of Spider-Man's costume doesn't ride up? The unitard idea makes waaaaay more sense.)

"Pete..."

"Don't call me Pete."

"_Peter,_ I'm going out. That sewing job is going to take you a while, and _I _don't have a stain of any kind on my costume."

"Whatever. Could you buy me another pair of sunglasses while you're out? My eyepieces are really scratched up."

"No," said Gwen, stepping out of Peter's room.

**Two hundred feet above Broadway, **_later_

"WOOOO-HOOOO!" Spider-Woman fired another webline, feeling herself accelerate at a little less than 9.8 meters per second squared until she hit the bottom of her arc. Rising to the top of the swing, Spider-Woman released the webline, fired another one, then zipped towards it when he felt her spider-sense go off.

A rocket-propelled grenade- a _ROCKET-PROPELLED GRENADE_- shot through the air, exactly where Spider-Woman would have been if she had followed through with her intention to swing on the webline. She webbed it, twisting the dial on her web-shooter forty-five degrees and enveloping it in a little more than two inches of webbing, which had the strength equivalent of a foot of solid steel.

The RPG exploded, causing the web cocoon surrounding it to expand slightly, stretching as the blast hit it. Spider-Woman did a quick check to make sure that nothing was particularly damaged, then looked around for the person who fired the RPG. Who chose that time to make his presence known with a loud exclamation:

"Aaargh! I _MISSED?! _Do you have any idea how much RPG's cost?!"

Spider-Woman webbed the parapet of the building the assassin was on top of, zipping towards him and kicking him in the face. "Oof!" the man said, staggering back. "Ow! And I was about to ask you out! No I wasn't. I was just trying to kill you." With that, the assassin drew his twin katanas and lunged at Spider-Woman.

"And if you guys haven't figured out who I am by now, you're a bunch of morons!"

...Yeah. Hey, Deadpool.

"Hi, narrator!"

Spider-Woman blinked from her new perch, some five feet to the left of where she had been before Deadpool jumped at her. "Wait, what?"

Yeah. No breaking the fourth wall today, Wilson.

"Shut up! You can't tell me-" Deadpool stopped, suddenly choking on his own tongue. "Gak! urk! You- gag!"

You were saying?

Deadpool's only response was a middle finger to the sky. Finally managing to get his tongue where it was supposed to be, he picked up his katana and swung it at where Spider-Woman (why did she not KO him when he was arguing with me?) was. "Choppy chop! HiiiiiiYA!"

Spider-Woman leapt over the sword ("It's a KATANA!" Which is a type of sword. Shut up. "You shut up!" If I do that, you won't exist. You shut up.), webbed Deadpool in the face, and snapped one of his swords in half with her bare hands.

"She did WHAT?" screamed Deadpool, trying to rub the webbing off his mask. Giving up, he sheathed his swords ("KATANAS!"), pulled off his red and black mask (Spider-Woman recoiled at the sight of Wade Wilson's heavily scarred face), and pulled a spare out of one of the many pockets on his belt.

"There we go," he said, pulling the mask on. "Now-" He drew two pistols and unloaded them at Spider-Woman "-BULLLLEEETTS! BANGBANGBANGBANG-" He choked on his own tongue again. I am perfectly capable of adding sound effects myself, Wilson.

_BANGBANGBANGBANGBANGBANGBANG BANGBANG-Thwip!- BOOM! _"OWWW!"

Deadpool clutched his right bicep, sticking his finger in the recently created hole so it wouldn't heal with the firing pin still in his arm. "Ow. Mutha f #$. Ow." He glanced up, and immediately received a flying kick to the face. Staggering backwards (the wound in his arm healed in less than four seconds), he pulled out his remaining katana and started swinging it like the maniac he was.

"Hey!"

"I didn't say anything, you lackwit," said Spider-Woman.

"I wasn't talking to you. Hey, after I'm done trying to kill you, do you want to grab some Mexican food?"

The fight had, at this point, dissolved into nothing more than Spider-Woman becoming increasingly frustrated by everything coming out of Deadpool's mouth.

**The Parker Residence,**_ meanwhile_

Peter watched the news broadcast on his laptop with interest. The assassin he hadn't recognized until he had started talking, but now he clearly recalled Deadpool from a news broadcast of his spectacular storming of the fortress that was Xavier's school of Gifted Youngsters some nine months ago, which had served to answer his question for why exactly he didn't fit the school's definition of 'Gifted'. He remembered watching Deadpool heal from a broken bone in under ten seconds (362,880 times faster than a normal human), as well as never shutting up. Peter wasn't all that worried about Gwen. Aside from healing at somewhat disturbingly fast rates, Deadpool had no powers to speak of. Sure, he was peak human and crazy, but Gwen was superhuman in virtually every conceivable way, by a long shot. And that didn't even take into account her intelligence...

Peter's stomach growled, and he immediately reached for the first of six Subway footlong sandwiches he had bought when he had been out buying sunglasses. It wasn't enough to last long, but it would tide him over until dinnertime, in theory. Peter unwrapped the Italian BMT, and had just taken a bite when he sensed MJ step into the house.

Exactly ten seconds later, he was standing, arms folded, in front of her.

"And what, pray tell, are you doing in my house?" he asked, raising an eyebrow.

MJ blinked at Peter's sudden appearance, then said, "...Well, I saw you come in here earlier, and I wondered what you were doing."

"Mm-hmm. And you didn't knock... why?"

MJ shrugged. "No one lives here anymore-"

"Which doesn't make it any less my house. I lived here until about two weeks ago, most of my stuff is here, I'm here right now, the door was closed. Thus, you should knock."

MJ scratched the back of her neck.

Peter's shoulders slumped. "Whatever. As long as you're here, come on up. I'm watching the news and having lunch."

_And fixing my costume. I think that's out of sight, right?_ Peter turned on his heel and started back up the stairs, followed by MJ. "So," he asked, "how was your make-out session with Ben?"

"What?" MJ asked, suddenly on the defensive. "We didn't-"

"Save it. A strand of his hair is on your blouse. And I can smell him on your breath. That taste in your mouth? Mango, I believe? Those are his favorite fruit. You've been swapping saliva recently." Peter turned to look at her reaction. "Don't blush," he said. "That makes it even more apparent."

"You are a jerk."

"I know. I'm sorry."

MJ looked at her yellow blouse, failing to find a blond hair on it. "What do you mean, one of his hairs is on my shirt?"

"Left shoulder, on the stitching."

MJ tried and failed to turn her head in such a way as to see said hair, so Peter took the opportunity to reach out and pluck it off her shoulder. "Here we are."

"How did you see that?!"

Peter was mildly tempted to tell her _I see everything_, but then again, she might start asking questions about how good he was at noticing things. And he had been pretty inattentive before he had gained hyper-awareness, so she would probably get suspicious. He settled on, "Little things bug me." Hastily changing the subject, he said, "so, uh, Spider-Woman is fighting Deadpool right now."

"Who?"

"Deadpool. Wade Wilson, Mec with a Mouth. Apparently someone hired him to take out the Spiders. At the moment, the fight's just a contest of who can diss better." He gestured to his laptop. "Take a look."

_Meanwhile_

"Your outfit looks like something from the Nineties."

Deadpool scoffed. "Really? That's the best you can do? You have the verbal skills of a chimpanzee."

Spider-Woman folded her arms across her chest. "It would have been a better insult to say I had the verbal skills of Deadpool."

"Better. But you still sound like a toddler."

_Meanwhile_

Peter's phone was two feet away. The number of the burn phone Gwen used as Spider-Woman he had memorized long ago. The only thing that kept him from joining in this epic battle of tongues was the presence of a Muggle.

"What's with all these sandwiches?" MJ asked, looking at one that Peter was eating, and then the five in the bag next to the laptop.

"My lunch," replied Peter through a mouthful of bread, meat and toppings.

**A/N: I actually used to think that's what BMT stood for on Subway's menu. A quick Google search corrected me, but it's still a good description.**

"Could I have one?"

"...Fine."

Peter's fingers were itching to grab his phone. Any second, he was going to snap.

_Meanwhile_

Spider-Woman hopped down from the parapet, taking a second to glance at the news crew that had gathered. Strange that they had gotten there before the police. Clearing her throat, she said, "You are so fat, you make a tidal wave off a diving board."

"So's your mom."

Spider-Woman _hmm_ed. "So were in the 'Yo Momma' territory now? Alright then: _Your_ mother is old enough to have _invented_ that comeback. Not nearly smart enough, mind you, but definitely old enough."

Deadpool put his hands on his hips. "Yeah? Well, _your_ mom **XXXX**ed Weapon XI."

"I have no idea what that is."

_Meanwhile_

Peter could stand it no longer. Grabbing his phone, ignoring MJ's stated question, he frantically dialed Spider-Woman's number.

_Meanwhile_

"Well, um..." Spider-Woman was interrupted by her phone ringing somewhere in her backpack. "What the...?" She muttered, unhooking one shoulder strap and digging through it. Finding her phone, she pressed the green button and held it to her ear for a second, before offering it to Deadpool. "It's for you."

Deadpool took the burn phone, held it upside down, then right-side up. "Hello?"

_Meanwhile_

"_Your_ mom," Peter said into the phone, "**XXXX**ed a headless cockroach and _you're_ the result."

MJ's jaw dropped.

_Meanwhile_

Deadpool blinked for a few seconds, before saying, "I assume I'm speaking to Spider-Man?"

"No, this is Colossus. _Of course it's Spider-Man_, you moron."

_Meanwhile_

"Peter," said MJ, way too loudly, "You're- Mmf!"

Peter clapped a hand over MJ's mouth. "Do you mind?" he whispered, holding the phone away from his mouth. "I'm on the phone with someone who _doesn't_ know who I am." Returning his attention to the phone, he said, "By the way, you were hired by Norman Osborn, right?"

_Meanwhile_

"No," said Deadpool, "I was hired by _yo momma_. Burn."

"I can't. Your mom's on hand with a fire extinguisher."

"Hmm. Well, _your_ mom is at my apartment, making me a sandwich."

"_Your_ mom thinks _Batman and Robin_ is a pretty good movie."

"Ouch. Well, _your_ mom thinks _Catwoman_ is a _great_ movie."

"Touché ."

_Meanwhile_

MJ, who was essentially the only person on the planet who could appreciate both sides of the conversation, had at least partially gotten over her shock at the revelation that Peter Parker was Spider-Man and was now rolling with laughter on Peter's bed. "Oh, God! Tell him that- ha ha- his mom thinks Cheerios are donut seeds."

"A true classic," noted Peter, relaying the insult to Deadpool.

"Pfff," was the reply. "_Your_ mom is old enough to have_ invented _that diss."

"You stole that from Spider-Woman!"

"No I didn't."

"Yes you did."

"Did not."

"I'm watching the news broadcast as we speak. Yes you did."

_Meanwhile_

"_Your mom_ watches the news! While we're on the subject, why are you there and not here?"

"I have to make costume repairs after fighting that robot...sandstorm...thing the other day."

"That was a robot?"

"It was a large mass of machines the size of grains of sand that could attract or repel each other electrostatically. So technically, yes, it was a robot."

"Your mom's a robot."

"You're not very smart, are you?"

"Your _mom's_ not very smart."

A sigh of static came through the speaker. "...You got your intelligence from your father, your looks from your mother, your bowel control from your great-great-great-grandmother, your driving skills from your great-great-great-great grandfather, your hairstyle from your least favorite Elvis impersonator, your fighting skills from the bug you most likely ate when you were two, and your katanas from the store that sells pocketknives. To reiterate: You have the intelligence of a headless cockroach, your mother looks every bit as ugly as you do under that mask, your bowels are in permanent rigor mortis, you have the driving skills of someone who had never seen an automobile in his life, you have a terrible fake Elvis Presley hairdo, you fight as good as a ladybug, and your katanas are cheap fakes. Are we done here?"

"On the contrary," spat Deadpool, plunging a hand into one of the pouches on his belt. "Insulting my katanas was a serious mistake." Withdrawing a small slip of paper, he said, "Spider-Man, allow me to introduce the mutha of all yo mutha jokes: _Yo Mommageddon_. The first time I used this, it reduced my fourth-grade gym teacher- a _Marine_- to a quivering mass of jelly. He never taught again." Unfolding the paper, he continued, "the SECOND time I used this, the girl's _pancreas_ ruptured." He paused dramatically. "I spent the _rest of my life_ honing every last word of this insult. Every single person I've used it on has died of dehydration a few days later. _From crying_. That is a lot of tears." He seemed to be trying to get up his confidence for using this joke. "Okay, here it goes. _YOUR MOTHER_..." he whispered the rest of it into the phone's mouthpiece, mostly because I have no idea what it is, but also so it wouldn't completely wipe out the population of New York.

There was silence for maybe fifteen seconds on the other side of the line. At last, Deadpool heard Spider-Man ask, sounding disbelieving, "That's _it_?"

"HOLY #$%, YOU'RE STILL OKAY." Deadpool started walking in a circle. "THIS IS AMAZING. HOW DID YOU SURVIVE THAT?"

_Meanwhile_

Peter spun around in his chair, checking to make sure MJ wasn't texting anybody and telling them who he was. "Simple, my friend. I have the ultimate _yo momma_ defense: my mom's _dead_. Literally every your mom joke in the present tense has no effect on me. Even _Yo Mommageddon_, evidently." Peter smugly propped his feet onto his desk. "And you can't turn _Yo Mommageddon_ to past tense, because I already know it, so it's useless against me. I believe I win. Now, you were, in fact, hired by Norman Osborn, right?"

_Meanwhile_

"Well, he called himself 'Mr. Goblin' over the phone, so I have no idea."

A few seconds of silence, then another static sigh. "Give the phone back to Spider-Woman."

Deadpool pulled out yet another handgun. "Sorry, but no. Seeing as I was hired to kill you, I have to at least try to get my ten grand. You underst-OOF!"

Spider-Woman had finally taken the opportunity to punch Deadpool's lights out. Webbing her phone out of the unconscious mercenary's hand, she held it to her ear and said, "Okay, I heard him say 'Mr. Goblin.' Does that mean what I assume it means?"

"Yes. He was hired by Osborn. You aren't surprised, are you?"

"No, I'm not." Spider-Woman looked at the camera on the other side of the rooftop. "He was hired by Norman Osborn," she called to the news crew, "who also happens to be the Green Goblin. Thank you for your time." With that, she turned and leapt across the street to the roof of that building, then started on her route back to Peter's house.

**The Parker Residence,**_ later_

"I'm back," said Spider-Woman, climbing through the window and pulling off her mask. "Mt burn phone needs charged... aaaaannnnddd MJ's here."

Peter scratched the back of his neck. "Yeah. And I sort of told her."

'"For a comic book nerd like you, you really don't understand the concept of secret identities."

"I'm sorry! You and Deadpool were having an insult contest, sort of, and I couldn't resist joining in!"

At this point, MJ cleared her throat. "I'm right here, you know."

"I know," said Gwen. "That's the point. Why are you even here, anyway?"

"She saw me come in after buying sunglasses and lunch."

Gwen took a deep breath, stroking one temple. "You can't tell anyone," she said to MJ, dropping her backpack onto one shoulder and unzipping the smaller pocket. "_Anyone._"

"Not even Ben," Peter interjected. "Especially not Ben. If he's anything like he was back in elementary school, he absolutely cannot keep a secret." Catching Gwen's confused look, he explained, "Ben Reilly. They're going out together, and they were plying tonsil hockey earlier."

"Really." Gwen turned to face MJ again, pulling her street clothes out of her backpack. "Especially not Ben, then. And if you do tell anyone..."

"...we'll force you to watch _Batman and Robin,_" Peter interjected.

"No. That's pointless."

"We'll tell your aunt that you've been making out with Ben."

MJ looked shocked. "You wouldn't dare."

"Of course I wouldn't. And in turn, _you_ wouldn't dare tell anyone about the fact the Gwen and I are moonlighting as superhuman vigilantes."

"But... but... this doesn't make any _sense!_" MJ fell back onto the bed as Gwen started pulling on her street clothes over her costume. "You two are the two biggest nerds in this entire _state!_"

"Thanks a lot."

"Sorry. But how in the _f***_ did you two wind up with _SUPERPOWERS?!_"

Peter and Gwen exchanged looks. "Do you want to explain," Gwen said, "or should I?"

_"BOTH OF YOU!"_

"Well, remember that internship I mentioned?" asked Peter. "Well, we were trying to recreate the super-soldier serum."

"_WHAT?_" MJ gaped. "They allowed _TEENAGERS_ to try and make the _SUPER-SOLDIER SERUM?!_"

"No," said Peter, his voice dripping sarcasm. "I was lying and now that you've asked, I'll tell the truth."

"Anyway," said Gwen, rubbing her eyes, "we eventually utilized a form of nanotechnology that Peter and I had designed about a year before to control the enzymes traditionally used in gene splicing to completely cut out and replace areas of the genome. We tested it on a common house spider, but unfortunately there was nothing to dispose of the DNA removed from the spider's genome, so the serum became spider-based. The next day..."

Peter raised his hand into view, so MJ could see the faint bite marks that had, for some reason, never healed fully, but formed scars. "_Chomp._ And twenty-eight days either, I could do _this_." With that, he hopped up, flipped in midair, and stuck to the ceiling.

"HOLY SHIT!" MJ backpedaled away from where Peter was crouched, until her back hit the wall. "You can ACTUALLY stick to walls?! I thought that was some trick with your gloves or something!"

"Not so loud!" Peter hissed, dropping back to the ground. "There's no glass in the living room window! That was plenty loud enough to carry all the way downstairs and out to the street! And yes, we can actually stick to walls. And before you ask about Gwen, she was injected with the serum through an act of _monumental_ stupidity on her part-"

"You will never get over the fact that I had the vial in my pocket, will you?"

"_Of course not!_ What if someone picked your pocket? This is _New freaking York!_ And that's not the only issue. You were walking up a flight of stairs _while texting. _You could have broken your neck! Or, you know, had eight percent your DNA replaced with a spider's!" Catching MJ's confused look, he explained, "After she collected the serum that was in the spider, she put it in a minute vial, and she had it in her pocket while she was walking up some stairs. She tripped, the vial broke, the broken glass got her in the leg. Voila. Injection."

"Oh." MJ turned to look at Gwen. "He's right. That was really stupid of you."

"Hey!"

** DP/N: Hiya, fellows! Deadpool here! Before Brackets puts in his two cents, I wanted to grace the Author's Notes with my presence. You're welcome.**

** Can you believe that Brackets almost made the **_**Rhino**_** this chapter's villain? Seriously! What's a big, stupid guy in a metal strength-enhancing suit next to everyone's favorite Merc With a Mouth? Read my scarred, grey lips, Brackets: **_**no one likes the Rhino**_**. He's an idiot, and I am more than capable of taking out the entire Marvel Universe if I wanted to.**

** A/N: Mmmm-hmmm. How's the jaw, Wade?**

** DP/N: Shaddup! She could lift **_**three cars**_** WITH ONE HAND! And I was distracted! Hey, do you think you could set me up on a date with her in a later chapter?**

** A/N: HELL NO. Not only are you physically aged to TEN YEARS her senior, but you're a moron, a pervert, a creep, and you tried to kill her earlier. It would never work.**

** DP/N: Why do you always counter my brilliant ideas with calm, clear logic? It always makes my plans look bad! I ought to- GAK! GAG! CHOKE!**

** A/N: Sorry about that. Now that he's choking on his tongue again, allow me to explain. Yes, I was going to do the Rhino in this chapter, but then I started considering Deadpool. Ultimately, it came down to Rhino being boring to write vs. Deadpool being so crazy and interactive that it risked alienating the reader. In the end, I went with Deadpool because I could easily figure out how to insert him in the story: The whole point of the character is that everything he does just comes out of nowhere.**

** I'm sorry Deadpool's over-the-topness was too... well... over-the-top, but once I started writing him, it was a lot of fun and I started getting carried away. If it was too much, let me know in a review.**

** And about the insult contest between Spider-Man and Deadpool: well, of course it was going to happen. Those two are the reigning wisecrackers of the Marvel Universe. There was a Yo Momma contest between them recently, and Deadpool actually almost used Yo Mommageddon. So I drew a lot of inspiration from that epic clash of wits, but very few of the jokes here were actually used. Except the donut seed one. Yes, I know it got a bit disgusting at times, but Deadpool started it, and Peter's a teenager. High school is **_**filled **_**with that sort of thing.**

** Oh, right. Clearing the air here. Yes, the X-Men do exist in this universe. But really. There is no real reason why a **_**school**_** would have a team of superheroes, even if the entire school was comprised of superhumans. Deadpool was just hired by, I don't know, some anti-mutant guy to wipe them out. God knows Marvel has a lot of those.**

** And I do not support Spidey/Deadpool shippings. The evidence to prove that they're both straight... well, that Peter's straight, at least... could fill the Library of Congress.**

** Please leave a review! **_**Merci **_**and **_**au revior**_**.**

** DP/N: Why do you keep ending chapters with that?**

** A/N: I'm trying to establish a signature of sorts. Now shut up.**

** DP/N:... BUULLLLEETTS!**


	14. Insomnia

**Gwen's Apartment, **_2:16 a.m._

Gwen's eyes flickered open as whatever she was hearing became impossible to ignore. Odd, as it wasn't really a sound, per say. It reminded her of the sensation she felt when a small part of her subconscious felt a firing pin about to hit a bullet shell.

_"I'm more than a bird; I'm more than a plane…"_

The words echoed in her head in time with the sensation. Gwen blinked as she figured out that she was "hearing" the music long after it became inaudible in the form of subtle vibrations against her skin and eardrums. Stepping out of bed, she followed the vibrations out of her room, and into Peter's.

Peter was crouched on the wall, sticking to the surface with his feet, squeezing his eyes as tightly shut as he could, a pair of earphones pushed into his ears. The earphone jack was plugged into his laptop, which was opened to Pandora and had the volume up as high as it would go.

"Peter? Why are you awake?"

"I don't sleep well," Peter said softly. "People sleep when it's dark because they can't see anything. There's no distraction to keep them awake. _It doesn't work._" He clenched his teeth. "Everything. I see, hear, feel, notice _everything._ Even the smallest vibration, air current, change in air pressure. _A fly's wingbeat_ is as attention-commanding as a tornado." As if to demonstrate, Peter's hand shot forward and caught a fly by the wings without even opening his eyes.

"Don't eat it," Gwen blurted.

Peter cracked one eye open and glared at her.

"Okay, sorry." Gwen hopped onto the wall next to Peter. "Um, how have you been able to get to sleep before?"

"Usually? I pass out from exhaustion." Peter paused, taking a second to release his adhesion on the wall and land on the futon beneath him. "But that's unpleasant. I was hoping that if I play music through earphones loud enough, it might be enough to drown out some other sensory input." He examined the fly, which buzzed weakly, it's wings pinched between Peter's fingers. Sighing, Peter leaned his head against the wall and released the fly. "It's not working. All it did was wake you up."

Gwen dropped onto the futon next to Peter. "I could knock you out."

"No."

"I have a question."

Peter touched the touchpad of his laptop with his toe, moving the cursor to the CLOSE button and closing Pandora. "What about?"

"Remember when we were on the side of OsCorp Tower and you... you know."

"I was unaware that the event in question took place."

"It didn't. But after the thing that didn't happen happened, what did you mean you 'meant' it?"

Peter groaned. Clearly he had been dreading the question. "Oh, God. Do I really have to answer the question?"

"No," Gwen said. "I figured out what you meant immediately. I was just asking for confirmation. How long have you had a crush on me? And that question, you do have to answer."

"Let's see here..." Peter did some math in his head. "What day is it?"

"Tuesday. June 26th."

"Alright. One year, seven months, two weeks and four days. Coincidentally, that is the exact time it's been since the first time you pulled me out of my locker."

Gwen looked at him. "Wow. That long, huh?"

"Every second I've known you." Peter glanced in Gwen's direction. "Has anyone ever told you that you have beautiful eyes? They're like sapphires."

"First time I've heard that particular description, but my mom was fond of telling me I had nice eyes."

They sat on the futon in silence for several more minutes, each one thinking about their respective sides of the conversation. "Eventually Peter opened his mouth to speak, but was cut off by Gwen:

"Don't flinch."

And with that, Gwen leaned towards him and kissed Peter on the cheek.

Peter froze. "Um. Um. Wow. Just... wow. You just actually did that... wow."

Gwen was laughing into her hand, watching Peter try to decide exactly what had just happened, when suddenly Peter blinked, glancing towards the window. "Sirens," he said.

"You sure?"

Peter felt the vibrations of the sirens long after they were inaudible. Obviously, some part of Gwen's subconscious also noticed it, but she hadn't been aware. All she had felt was spider-sense go off, not in the danger sense way, but more like "Hey! Look! Sirens!"

"Oh. Do you want to get it, or...?"

"I'll get it. You go back to bed."

_Thirty seconds later_

"WHOO-HOO!" screamed Spider-Man, leaping off a rooftop and back-flipping in midair. "SHE KISSED ME! LIFE IS _AMAZING!_" He fired a webline, streaking in the direction of the police sirens. "I GOT TO FIRST BASE!" He yelled to the people on the street below. "SORT OF! IT COUNTS!"

Spider-Man bounced off the wall of a building, twirling in midair and firing another webline, swinging down to within six inches of a police car and knocking on the roof of it once as he shot over it. "Evening officers," he said, knowing full well they couldn't hear him. No time for that, he reminded himself. Bad guys to stop.

Spider-Man shot towards the... whatever crime that was taking place... and landed on the streetlight opposite the warehouse it was in. Attaching a webline to the light, he flipped upside down and lowered himself so that he and the police officer he recognized as Gwen's dad could talk.

"Salutations," he greeted Captain Stacy.

"Um," said the Captain, "hello."

"So, what's goin' on?"

"Uh, well, the Enforcers are in that warehouse-"

"Who?"

"The Enforcers."

"Never heard of 'em."

"Never mind."

"Just to be clear, they're the bad guys?"

"Uh, yeah."

"Cool," said Spider-Man, releasing the webline and dropping into a standing position. "Be back in a few."

"What?" asked Captain Stacy, an eighth of a second after Spider-Man had leapt a hundred feet into the warehouse window.

A quick web and a pull and Spider-Man was crouched on one of the rafters above the floor, hiding from automatic weapons fire that had started .352 seconds after he had crashed through the window. He crawled on top of the rafter until a large stack of boxes were between him and the shooter, then dropped down.

_Okay. Four guys. Shorty has the machine gun and a terrible taste in fashion. The tall guy has... a whip. HA! Mr. Steroids over there has proportions comparable to the Hulk. Uh-oh. And that guy has a mask. And a gun. And a hostage. Shhhiiiittt..._

Spider-Man cleared his throat, then thought better of it. _Super hero= instant hostage death,_ he noted, sensing the masked man point his gun at the woman next to him.

"Alright, whoever you are," said the masked man. "You have ten seconds to come out of wherever you're hiding and surrender or the girl gets it."

_So much for that_. "Much obliged, O Phantom of the Warehouse," he said, leaping over the boxes, bouncing off the floor, and kicking the gun out of his hand. Without so much as a pause, he punched the man in the jaw hard enough to knock the mask off. Smoothly, before he had even touched the ground, Spider-Man turned, webbed the man who was the size of a tractor, and shot towards him, kicking him in the face. The man went down like an oversized sack of bricks.

Aaaannnddd the man with the machine gun was _finally_ turning and opening fire. Spider-Man dove to one side, staying out of the path of the bullets, spider-sense screaming at him to _movemovemovemovemove!_ As he jumped, rolled and web-zipped, dodging bullets, he saw and tracked the movement of every single one of the 48 bullets fired. It occurs to me that this might be a little hard to visualize, so let me put it this way. Imagine a comic book without blurs or speed-lines. Bullets just hanging in midair. The world through Peter's eyes looked a lot like that, except moving.

So he had to watch one of the bullets sink into the hostage's head.

_NO!_ His arm shot forward as fast as he could muster, and he fired a web-shot in the middle of this action. _NO!_ The web-shot hit the hooter in the forehead, the momentum of it amplified by Spider-Man's movement and knocking him out instantly. _NO! NO! NO!_ That done, Spider-Man approached the body on the floor, felling the air and feeling a distinct lack of a heartbeat from it. _OH, GOD. NO. GOD._ The flashbacks were quick, unwanted stills. 9/11. Aunt May's dead body hitting the ground. A sword going into Uncle Ben's chest and out his back. Spider-Man felt his knees buckle as he stared at the corpse at his feet. The police, having heard the gunshots stop, were slowly entering the warehouse, led by Captain Stacy. He entered the area, pointing his gun ahead of him, but pointed it downwards when he saw the red and grey-clad teenager huddled next to a dead body, three unconscious men nearby.

"You okay, kid?"

"I am not," Spider-Man said simply, without looking at him. "I am not okay. I just watched this woman die."

"Did you know her?"

Spider-Man shook his head. "No. I have no idea who she is. Just- just- _who was she?_"

"Beg pardon?"

"Think! Who was this woman? What did he do with her life? Did aspire to anything? What dreams just died? And look at her hand: she was _married_. Who's going to go home tonight and mourn the death of their wife? And what if she had _kids?!_"

Stacy said nothing while he heard the horrified words going through Spider-Man's mind. At last he said, "Kid, it helps not to think about it."

"I _am_ thinking about it! I can't stop myself from thinking about it! I know what it's like to mourn the death of a parental figure! How the _hell_ can police officers even get to _sleep_ at night?!"

Stacy paused. "More often than not," he said, "I don't."

Spider-Man took a deep breath. "I'm so sorry. I got cocky, I took out the dumb muscle before the gunman. It's my fault she was killed."

"Kid, why are you even here? I get that you were trying to help, but... you're a kid."

"I'm an _adolescent,_" said Spider-Man pointedly.

"Whatever you say. The point is, you're young. Too young. You shouldn't be here, powers or no powers. You should be at home, asleep. Why did you come out here to try and help with something that could have killed you, or, as it seems to have, left you emotionally scarred?"

Spider-Man inhaled deeply, standing. "Because 'With Great Power, There Must Also Come Great Responsibility.'" Noticing the captain's brow furrowing, he said, "Voltaire. It means that if you have the power to help others, you have a moral obligation to use that power to help others."

"A friend of mine used to say that fairly often," Captain Stacy said, half to himself.

Peter winced slightly under the mask. "Hmm. What are the odds. The point is, I have the power to go help people, so I believe I have the responsibility to try. That's my story, and I'm sticking to it."

Captain Stacy stared at the young man in front of him. He had expected to be having a conversation with an immature, superhuman teenager wearing spandex, and instead had a conversation with a philosopher. This boy truly believed in what he had just said.

"Listen," he said. "We still kind of need you to come in for questioning on the 'breaking and entering' charges..."

"Oh, come _on!_"

"... _But_, after looking at what you gave us, and after what you just said, I, for one, am willing to let you off. Go."

Spider-Man nodded, turning to leave. "Thanks," he said, and leapt through the huge hole in the window.

He fired a webline, zipping towards a streetlamp, bouncing off, and swinging on another webline, headed back to the apartment building. He landed on the side of the building, crawled around the corner, and into his bedroom window.

"Gwen, I told you to go to bed."

"I ignored you." Gwen stood up as Peter took off his mask. "I watched the news on your laptop- great addition, by the way- and I heard that the hostage died. What happened?"

Peter winced. "I...messed up. I took out the Enforcers in order of how close they were to me, not whether or not they had a gun."

"_What?_"

"You don't have to tell me it was stupid of me. I already kinda figured that out. You know, judging by the fact that _somebody died._ And it's my fault. _AGAIN._"

Gwen's gaze softened as Peter sat on the edge of the futon. "Peter. Yes, it was your fault."

"Real helpful."

"But you're still learning. You've been doing this for only three days. I'm going to feel really bad for saying this, but, her dying sort of helped you. You... _We_ needed to learn this. We just figured out Rule Number One of being a super hero. Protect Civilians, Above All Else."

Peter nodded. "I just wish there was a rulebook."

There was another thirty seconds of silence before Peter said, "Gwen, listen. I like you. A lot. But, I just... I don't think I can actually have a girlfriend. Just... I can't. I just don't have that kind of confidence without some kind of anonymity. And that is, obviously, impossible as it is. So, can we at least _try_ to pretend anything romantic that's happened between us..."

"Never happened."

"Right."

Gwen nodded. "Understood. Just friends. Right?"

"Right."

**Osborn's Penthouse,**_ meanwhile_

Norman clicked the email that he had just received. It was from Dr. Otto Octavius, one of the foremost scientists at OsCorp and _the_ leading prosthetic designer on Earth. He had emailed Norman to ask for a patent application for his latest and greatest design: a harness that interpreted nerve impulses and converted them to commands for the multi-joint artificial limb he had designed. Obviously, trying to command at least one extra limb, one with so many motorized universal joints that it was essentially a tentacle, had the hazard of overloading the human brain, so a simple AI was uploaded into each appendage, to assist the brain.

Norman smiled, first examining the harness and prosthetic design, then the bodysuit diagram that Van Adder had sent him, one that, while not strength-enhancing like the one he had used as the Green Goblin, was also much less expensive to make, and allowed for much more flexibility. Norman's cold smile slowly morphed into a maniacal grin, as a plan took form in his mind. He had already spoke to Van Adder about the possibility of an armor that enhanced strength a great deal and turned the wearer into a human tank, and the idea had occurred to him to create a scorpion-based _and_ rhino beetle-based superhumans...

He called up the private investigator/assassin that he had hired several weeks ago to follow Peter Parker. "Gargan," he said into the phone, "you spoke to me about the possibility of acquiring superhuman abilities..."

**A/N: Merry Christmas, everyone! My present to you is... another chapter. I wrote this one to remind all involved parties... you, me, Peter, Gwen... that this is not Marvel Adventures. People _die_.**

**Sorry this took so long. TV Tropes is addictive, so I kept going to that site instead of writing. I'm going to set the next chapter two months after this one, at the end of their summer vacation. The next chapter is going to have Scorpion **_**and**_** Rhino.**

**Please review! **_**Merci. Au revior.**_

_**(P.S: I'm thinking about changing the name of this fic to **_**Weavers: ****Anansi and Arachne._ What do you think?)_**


	15. Scorpion and Rhino

_ two months later_

_BOOM!_

Gwen, warned by her spider-sense, dove behind a car a split-second before a huge gray _thing_ ran straight through a bus, sending debris flying everywhere. She glanced over the roof of the car she was behind, and saw a man wearing a silver-grey armor tossing cars like basketballs. Ducking back behind, she pulled her modified Bluetooth headset out of her pocket and put it to her ear, ringing up Peter's similar earpiece.

_meanwhile_

Spider-Man cringed as the Bluetooth in his ear vibrated. "Just a sec," he said to the super villain he was fighting, putting up a finger. "I gotta take this." He pushed the button in the earpiece. "Hello?"

_meanwhile_

"Hi, Pete," said Gwen quietly, taking advantage of the misdirection that was a person in a rhino suit to duck into a nearby alley and change. "Listen, there's a guy in a rhinoceros armor who's tossing pickup trucks like softballs. And seeing as how _I'm_ not that strong, I might need a little help."

_meanwhile_

"I'm a little-_agh!_- busy right now!" Spider-Man dove to one side, dodging the mechanical tail _(A mechanical tail! A TAIL!)_ that his scorpion-based assailant had mounted on his back. He rolled, winding up right back on his feet and using his excess momentum to leap past a streetlight, webbed it ("The new web-shooters are working perfectly, by the way," he said into his headset), and shot around to smack the Scorpion in the face. "Listen, can I call you back? I'm doing something. This guy has a giant _mechanical tail_ that he's controlling _with his mind!_"

_meanwhile_

"Really?" said Gwen, pulling on her mask. "How does it work?"

"I'm not sure. Maybe it's-_whoa!_-I gotta go. This guy is not happy with me right now."

"I'll try to take care of this quickly so I can come save you."

"_Neh neh neh._ Whatever." And with that, he hung up.

Gwen pulled on her mask, then strapped on her new web-shooters. They were a birthday present from Peter , who had been working on them for several weeks using the metal lathe he had bought (it's amazing how much they could get from the Daily Bugle for a good photograph), as well as several handmade parts and complex circuitry, and now they were much, much more effective and had sleeker cartridges, ten on each wrist. She tapped each trigger mechanism twice, and the circular face on the shooters lit up and beeped once to acknowledge they were on. She aimed at a spot on the Rhino's back and flicked her middle and ring fingers into her palm.

_Thwip!_

"And suddenly, out of nowhere," Spider-Woman called, zipping onto Rhino's back, "Spider-Woman!"

The Rhino roared, trying to reach behind him and grab Spider-Woman. She leaned backwards, just out of reach, and said, "Don't get grabby, now."

_meanwhile_

Spider-Man dodged the tail, webbed Scorpion's visor, and vaulted over him, landing on his back and forming a garrote out of webbing.

Scorpion choked, trying to breathe despite the webline cutting off his windpipe, then managed to get Spider-Man to leap off using his tail. Ignoring the consequent one-liner, he extended the point on the end of his tail, and ran at Spidey.

"I'm not impressed," Spidey commented, diving out of the way. "Seriously. There are several thousand more creative moves than that. Case in point." And with that, he grabbed the car that he had landed in front of, and single-handedly threw it as hard as he could at the Scorpion.

_meanwhile_

"Get off of me, bitch!"

Spider-Woman tutted. "Watch your tongue, sir. There are children present." She hopped of him after blinding the Rhino with webbing, reached down, picked up a manhole cover and hurled it at him like Captain America's Mighty Shield.

_ClAnngggg._

Rhino staggered backwards, the manhole cover ricocheting upwards and landing on the roof of some poor millionaire's Lamborghini. He stumbled around, trying to regain his bearings, before giving up and dropping to the ground, unconsious.

"Hmm," said Spider-Woman, retrieving the manhole cover. "Apparently, he's a normal guy in strength-enhancing armor. Interesting." She glanced around. "By the way, whose car was this?"

A man in a suit raised his hand.

"Sorry about that. Insurance probably doesn't cover this sort of thing, does it? Well, gotta go."

_meanwhile_

Scorpion pulled his tail out of the recently created hole in the the car Spider-Man had tossed at him. "Nice try," he growled, "but I knew you'd try something like that."

"You must be so proud."

"Shut up!" Scorpion jumped over the car, diving at Spider-Man, who stepped two feet to the left and delivered a roundhouse kick to Scorpion's face. He then jumped over the tail, but while he was still in midair (it's pretty much impossible to change direction in midair), the tail curved back and wrapped around one of his ankles.

_Uh-oh._

Scorpion smashed Spider-Man into the ground, somewhat akin to a toddler smacking a stuffed animal on the ground in a temper tantrum, until Spider-Man tried to fire a web shot at his visor, ran out of webbing midfire, cursed to himself, and replaced the cartridge with a full one using the small device he had built for exactly this purpose and mounted on his costume above the hip.

Scorpion ripped the minute amount of webbing off of his visor, and a much larger one immediately took its place. "There we go," he heard. Scorpion roared as he "felt" the loop in his tail go limp, immediately followed by a 300 psi impact to his gut, a sensation of something stuck there, and a sudden hard tug.

There is no such thing as scorpion-sense, but he realized what was about to happen a little more than a millisecond before it did. Which wasn't enough.

Spider-Man's fist, at more than a hundred miles per hour, caught Scorpion in the gut twice in rapid succession. The first blow shattered the fiber-silicon armoring guarding the abdomen, the second impacted the Scorpion's liver unimpeded. This, of course, did very little. Scorpion finally pulled the webbing off his helmet... the visor coming off with it, but at least he could see now. And the first thing he saw was Spider-Man's red-capped knuckles.

It didn't matter that Spidey had a _lot_ less mass than Scorpion. Scorpion's boots were way too thick for any semblance of sticking to the ground, and Spidey's were made with adhesion in mind. To counteract Scorpion's inertia, Spidey stuck to the ground, preventing _him_ from flying off his feet and instead forcing Scorpion to do so.

"Ow," muttered Spider-Man, examining his knuckles as he waited for Scorpion to crawl out of the huge dent in a parked SUV. "Just... ow! What is that helmet _made_ of?"

"My turn," growled Scorpion, crawling out of the remains of the car and running at Spider-Man.

Spider-Man took a step to one side, dropped down and swept out Scorpion's feet from under him. "We're not taking turns," he said, webbing the remains of the car that Scorpion had been smashed into (_you can't total a car twice, right?_), lifting over his head, and smashing Scorpion with it.

"Get this f*cking car off of me!"

"Hey, if you're actually scorpion-based, you'll be fine," Spidey said, lifting the car and smashing him again. "And if you're not, I've had to deal with one of those suits before. They're pretty durable where there's no joint. So you'll still be - _whoa!_ " He dodged the tail's point, tossing the SUV to one side, then grabbed the tail on either end of one of the joints. Pressing his thumbs into the joint, he pulled as hard as he could and the prosthetic tail ripped in two instantly, the half no longer connected to Scorpion going limp instantly.

Scorpion, taking advantage of Spider-Man being busy, rolled to one side, stopping short as Spidey tugged the tail still in his hand back. "Where do you think you're going?" Spidey asked.

"Nowhere. I'm all too happy to stick around and TEAR YOUR HEAD OFF!"

"Jeezus. You, my friend, need anger management classes." Spider-Man released the two halves of the tail and dropped into a three-point stance. "Bring it, Ugly."

Scorpion roared, sprinting at Spider-Man and generally showing absolutely no signs of a sense of pattern recognition. Peter grinned under his mask as he realized this more or less confirmed his theory that this man had absolutely no scorpion instincts, to say nothing about his intelligence. _Ha ha ha! Osborn, how do you think I beat ANY of these jerks?_ Spider-Man waited until his adversary was nearly upon him, then pushed off the ground hard, rocketing upwards and driving his fist into the underside of Scorpion's jaw. Pressing the advantage, he twisted the dial and nozzle of one of his web-shooters slightly, attached the resultant web to Scorpion, and crawled around him, wrapping him in webbing like a spider would its prey. While Scorpion was trying (and succeeding) to tear out of the web cocoon, Spider-Man jumped away, webbed the ground on either side of Scorpion while twenty-five feet away, and at a hundred feet away, when the weblines had stretched fully, he pulled as hard as possible.

_WHAM._

The force of the weblines contracting to their original length, combined with the force of Spider-Man pulling with all the force in his arms, plus the force of the kick delivered to Scorpion's head, sent Scorpion sprawling across the asphalt, unconscious, with Spider-Man perches on his gut like, well, a spider. After checking Scorpion's pulse to make sure he was still alive, Spidey stood up, stepped off of his fallen adversary, and glanced up to where a webline anchored and Spider-Woman swung around the corner.

"You're late!" Spider-Man called. "I just took him down, and invented a new iPhone App at the same time."

"What?" asked Spider-Woman, landing on the sidewalk.

"Never mind. When, my dear, are you going to be on time to one of these here romps?"

"When _you_ get a driver's license."

"Deal."

"So, how was it?"

Spider-Man turned and fired web shots at Scorpion's hands and feet, anchoring them to the ground. "Well, the robotic tail gave me some trouble. Other than that, he was like you, except scorpion-based. And in an armored bodysuit. Fortunately, he's male, so I could hit him without feeling bad."

"Oh, you gentleman, you."

Spider-Man bowed in response to the compliment, then webbed the section of the tail that he had ripped off. "This thing was awesome. I want to see what I can do with it."

"How does it work?"

Their conversation was interrupted by police sirens. "Uncanny," Spider-Man said, having counted seconds in some corner of his mind. "One minute, thirty seconds late, on the dot. For the _fourth_ time in a row. Come on! Let's talk while we're headed back to HQ."

"You mean your house?"

"Shhh!"

Spider-Woman rolled her eyes, following her male counterpart up the wall of a nearby building and onto the roof. "So, how's the tail work?"

Spider-Man webbed the camera that was set up on the corner of the roof. "Well, I don't know how brainwaves got converted into computer commands, but this tail seems to be basically a collection of motorized universal joints. But look at the spike!"

"Looks like a motorized hinge to me."

"Well, it is. But it has a really, really powerful motor. This thing went right through a car." Peter Parker's inner mad scientist was starting to surface. "Imagine if I could modify this. Make it into a waldo, for handling potentially dangerous materials. Or something. Do you have any idea how _awesome_ that would be?"

"Calm down, Dr. Crazy. Without whatever turns nerve impulses into electronic commands, it's just a machine."

"... Yeah, I know. But... you had to see this thing in action. It was awesome."

**Osborn's office,**_ a few hours later_

"Doctor Octavius. Can I help you?"

The man in the wheelchair glared at Norman through the holographic screen, the four mechanical tentacles connected to the harness on his back writhing and twisting in the air.

"It's possible that you can help me, Norman. You could tell me _why_ you used _my_ design for your little soldier."

"Beg pardon?"

"The Scorpion! You stole my prosthetic design and made it into a tail for your superhuman enforcer!"

Norman leaned back in his seat, steepling his fingers. "Calm down, Octavius. What gave you the idea that the Scorpion was _my_ creation?"

"_Doctor_ Octavius! And to start..." Dr. Octavius clicked a few keys on the keyboard in front of him, and the blueprints of his harness and mechanical appendage appeared on-screen, next to a still frame from a news report of Scorpion versus Spider-Man from earlier. The harness was concealed by armoring, but the tail precisely matched the blueprints of the tentacle. Another few clicks, and a blueprint for one of Van Adder's battlesuits appeared; the one that almost precisely matched the bodysuit the Scorpion was wearing. Another several clicks, and the notes on the serum that had been invented by Parker and Stacy appeared, with the words _gene replacement_ and _preexisting DNA_ highlighted. "Frankly," said Octavius, clearing the images from the screen, "I'm disappointed nobody else has figured it out."

"Hmmm. Very clever, Otto," Norman said, sliding his finger across the touch-screen surface of his new desk, calling up a control panel of sorts for Otto's lab. "Now, apply your brilliant mind to this question. You remember last month, when a construction crew redid your lab and I had new technology brought in. You don't honestly think I don't have a plan for dealing with people like you?"

Octavius blinked, then blanched in horror. Two of the tentacles mounted on his back pushed on the ground, raising him out of the wheelchair as though to function as his legs, at the same time Norman pushed the first of the buttons on the control panel. Instantly, the lithium in Octavius' harness sparked, electricity arcing straight into his central nervous system. Otto screamed in pain, the tentacles collapsing, as Norman pushed another button, and the tiny amount of Thermite present in the metal of the harness itself ignited, causing the metal to suddenly turn almost white-hot and Octavius' skin immediately touching the harness to melt. Ignoring the screams of pain, he pressed still another key and small explosions went through the entire lab, One hitting Octavius a second before the feed from the webcam was lost.

Norman wasn't remotely worried about any unwanted effects of the explosives. The Tower was built so that if one part of the framework was destroyed, the entire Tower would stay up. He checked his watch and made a silent bet with the Goblin that paramedics would arrive within five minutes. He then leaned back in his chair, put his feet up on the desk, and when he heard another _thoom_ throughout the building, hastily took his feet off and cleared the screen.

_meanwhile_

Gwen and Peter simultaneously grabbed at the last slice of pizza, Gwen only reaching it first because she punched Peter in the shoulder as she did. Ignoring his cry of "Ow! Hey!" she messily devoured the slice.

"Cheater," Peter muttered, rubbing his shoulder.

Gwen swallowed. "Oh, you know you would have if you had thought of it."

Gwen's dad, George, chuckled. "So, what are two planning to do now that lunch is over?"

"We're going to Disney World," said Peter immediately.

At the same time, Gwen said, "Over? Dad, that was _one_ pizza. I'm still hungry."

"Teenagers. I have to go to work. Don't do anything. Take care of Gwen, Peter." With that, George turned and left the apartment.

"Oh, like she needs to be taken care of," Peter said to the closed door.


	16. First day

_two days later_

"Aaahh, high school," Spider-Man said, leaping over a building, his backpack's shoulder straps digging into his shoulders. "Crawling with blithering idiots, being taught things I already know in classes I could easily teach. I'm so _not_ looking forward to our first day, aren't you?"

Spider-Woman steadied her backpack as she fired another webline. "Fun. Sheer, exhilarating fun. Can't wait. Wheeeee... do we have to do this?"

"Uh, I'll get back to you on that. In the meantime-Slug Bug Red!-Yeah. According to your dad, we still have to go to school. Even though we have no friends, are smarter than every teacher..."

"Possibly combined."

"...And have access to Google, yes, we still have to go to school. Go figure."

"...Well, it's only six hours, right? We can last six hours."

"_Aaarrgh!_ Why did you say that?! Now some earth-shattering threat is going to strike while we're in Math class!"

"Crap. I'm an idiot."

_meanwhile_

"Oh my God."

The doctor examined where the metal from Octavius' harness was fused to his skin. Somehow, the tentacles were still working. They were, at the moment, shifting idly in the doctor's peripheral vision.

"Alright, we need to get the harness off him to see the full extent of the damage," he said. "Somebody hand me the sawzall."

A sawzall is exactly that. A motorized saw that can cut through basically anything less durable than carbonadium. As a nurse handed the doctor a sawzall, the doctor thought he saw one of the tentacles twitch towards him. After staring at it for a second, to see if it moved again, he returned his attention to the unconscious scientist before him. Choosing a spot to cut the tentacle off for convenience's sake, he lowered the sawzall to the point and turned it on.

"GET AWAY FROM ME, YOU IMBICILIC CRETEN!"

One of the tentacles shot forwards, the claw at the end clamping around the doctor's head and violently hurling him away. As Doctor Octavius pushed himself up, the rest of his tentacles whipping out and knocking the medical team across the room with ease. The two lower tentacles pushed on the ground, raising Octavius off of the hospital bed and walking in place of his legs. Octavius smashed through the door, fleeing the hospital room and swatting everyone out of the way like gnats in a fit of mad panic.

"Somebody stop him!" someone screamed. The questions remained, though: who and how? The obvious answers being _no one_ and _you can't_, Dr. Octavius was completely free to run as fast as his tentacles would carry him to the window at the end of the hallway.

_Crash._

The tentacles caught Octavius, lowering him down to decelerate him gradually from his five-story drop. Continuing his escape, Octavius used one of the arms to rip the cover off of a nearby manhole and climbed in before the cover hit the ground.

**Midtown High School, **_sometime later_

"Hey, Parker!"

"Oh, boy," Peter muttered, pretending that he hadn't heard Flash.

"Parker! I know you heard me!"

"Uh-huh. Your deductive powers are astounding," said Peter, turning to glare at Flash, who by now was three feet away. "What do you want?"

Flash gave a halfhearted grin. "Well, buddy, see the thing is..."

"You have to retake Algebra 1." Smirking at Flash's look of surprise, he explained, "You're holding your class schedule."

"Oh. Would you look at that. Well, uh, yeah. So, listen, I need a tutor to get onto the football team. I was wondering if you could help with that."

Peter, who had been stuffing a few new textbooks into his locker while Flash was talking, _hmmm_ed. "I could... but, you see, I seem to recall a very violent history between us. Most of the violence going from you to me and not the other way around. I seem to recall many a time I've had to resort to covering a black eye with my aunt's makeup."

Flash looked crestfallen. "So that's a 'no' then?"

"No. That's a 'what's in it for _me?_' then. A fifty would go a long way in convincing me."

Flash nervously shuffled from foot to foot. "I don't have fifty on me right now, but I can get it to you... tomorrow."

Peter crossed his arms. "I'm not teaching you anything until I have some money. Get it and I'll tutor you this weekend."

"Done."

Peter smiled. "Pleasure doing business," he said, turning and half-walking, half-skipping down the hall, soon joined by Gwen.

"What are you so happy about?"

Peter jerked his thumb over his shoulder. "Flash needs my help if he wants to be on the football team. And for my help, he'll need to get me fifty bucks. I am the evilest superhero of all time." He paused. "Except Ozymandias."

"I have no idea who that is."

_several hours later_

Somewhere under the streets of New York, Dr. Otto Octavius blinked his eyes open, and immediately closed them again when he found himself looking directly at one of the service lights in the sewer tunnel.

"Too bright," he muttered. One of the tentacles moved, shielding his eyes from the light. The computer in the tentacle having sent his brain a message that it had done so, Octavius opened one eye a crack to look at the appendage.

Slowly and deliberately, one of the tentacles pushed him up into a vertical position while another shielded his photophobic eyes from the light. Octavius looked at the tentacles stemming from the harness at the small of his back, then down at the harness's lock at his navel. The metal, when it had gone white-hot, had fused to itself. And his skin. Octavius examined where his skin had melted and permanently fused to the harness.

"Osborn," he growled. Then he slowly started down the sewer tunnel, planning how exactly he was going to kill his former boss.

**The spire of the Chrysler Building, **_meanwhile_

Peter unzipped his backpack, pulling out the binder containing his homework. "So then Ozymandias is like, 'Too late. I did it thirty-five minutes ago.'"

"_WHAT?_ The bad guy _won?_ What kind of comic book is this?!"

Peter laughed. "The greatest one of all time, that's what. So, he teleported this giant genetically-engineered _squid_ to the middle of New York, where it immediately exploded and killed half the population. It's not nearly as hilarious in the actual comic."

"I would hope not," said Gwen, examining her homework. "So, how was Metal Shop?"

"Pretty cool. I have to fill out this thing on safety procedures, though, and get it signed by a parent or guardian. Do you think your dad counts?"

"Probably." Gwen dug a mechanical pencil out of her backpack, turning to her homework. "...A giant squid kills half of New York... and somehow that prevents nuclear war. How incredibly cheesy."

"Perhaps," Peter said, glancing up from his own homework, "you should actually _read Watchmen_."

"Perhaps."

"So," said Peter, "how was _your_ fifth period?"

"Do you even know what I have that period?"

"...No."

Gwen glared at him, but her statement of "Biology" was interrupted by the portable scanner in Peter's backpack.

"All units, head to 7th and Main, a super villain rampage is taking place."

"I'll get it," Gwen said, pulling on her mask and diving off the gargoyle.

Spider-Woman let herself freefall for a few seconds, then fired a webline, feeling centrifugal force stretch the webline as she started to swing. At the top of the arc, she released the line and fired another, this time releasing towards the bottom of the swing and flying several hundred feet forward, running on top of a bus, and leaping into the air, swinging on another webline.

The man causing chaos in the streets was holding twin devices that had been modified from nail guns; noticing Spider-Woman swinging overhead, he turned and fired one of the devices at her. Spider-sense screamed, and she immediately pulled on the webline she was swinging on, flying upwards. She felt a concussive blast of air graze her toes, nearly sending herself sprawling in midair.

"WHOA! Careful with that! You could take someone's head off!"

"Shaddup!" shouted the man Gwen had mentally nicknamed the Shocker. "Go away and let me take my cash!"

_Oh, finally,_ Gwen thought. _A super villain who _isn't _some Goblin minion. He's even got DIY equipment! _Spider-Woman dove behind a parked car, which subsequently acquired a massive dent and shattered windows. "You mean this cash?" she asked, webbing the bag of money from behind the car and pulling it off of where it was tied to Shocker's belt loop.

"ARRGH! No! Give me that!"

Spider-Woman weighed the bag in her hand. She couldn't really tell whether or not it would make a good projectile, what with being able to lift over 500 pounds with the same amount of effort most people her size would lift 5, but she figured that, what with being full of densely packed paper or something even heavier in bulk, it would do. "Much obliged," she said, attaching a webline to the top of the bag and throwing it like a bolas. It hit the Shocker in the face at some 150 miles per hour, breaking his nose and knocking him out instantly.

"Ta-daa," Spider-Woman said, hopping over the car, webbing the bag, and doing a sort of half-trot, half-bound to the armored car, depositing the bag into the arms of one of the guards. "Here we are, safe and sound, not a penny out of place. Good has triumphed, evil vanquished, all is right in the world."

The guard stared at her blankly.

"Whatever. Tell the cops I said hi." Spider-Woman jumped into the air from where she was standing, back-flipping in midair, gluing Shocker to the ground whilst upside-down, twisting so she was facing forward, firing a webline, and beginning her swing back to the Chrysler Building.

"Biology," Peter said, looking up at her when she got back. "Your fifth period is Biology."

Gwen folded her arms, mask bunched in her fist. "Very impressive. Or at least it would be, if your Bluetooth wasn't in your ear. Tell MJ I say hi."

"Gwen says hi," Peter said into his headset. A brief pause. "Oh, Ben's there? How is he?"

**MJ'S backyard**

MJ grinned, glancing at her semi-official boyfriend. "He's still flipping out that his childhood friend is the Amazing Spider-Man."

"Just, that's awesome!" Ben said, half to himself. "Pete's a genius, a photographer _and_ a superhero?! That's so cool! Hey, ask him if he can give you and me superpowers. That would be awesome. I'd never go to school again. We could have lunch on top of the Empire State Building!"

**The Chrysler Building**

"_YOU TOLD HIM?!_" Peter screamed.

"She told him?!" Gwen asked.

_meanwhile_

"I didn't tell him, he guessed! And it's not exactly easy to keep that kind of secret!"

"Wait, does he know who Spider-Woman is?" Ben asked. "He probably does. I bet it was that blonde girl at the funeral. Are they an item?"

"_NO!_" screamed the phone's speaker, loud enough for Ben to easily hear. "We are _not_ an item! Now shut up!"

"He can hear me? Does Pete have some sort of spider-hearing or something? Do spiders even have ears?"

"Actually, that's a good question," MJ said. "How did you hear him?"

_meanwhile_

Peter exhaled in exasperation, the resulting sound resembling that of a beached whale. "Spider-sense. And he's not exactly difficult to hear over you."

Gwen sat down on the edge of the giant metal eagle. "Unbelievable. She told him."

"Actually, apparently he guessed."

"What."

"Yeah. He _guessed_ that his childhood best friend was a crime-fighting, super powered, spider-themed anonymous vigilante. That's actually not too far-fetched for Ben Reilly. You should have seen him when he was seven."

Gwen laughed. "That must have been terrible. Now come on. We need to finish this homework."

"Right. Gotta go, MJ." He hung up, taking the Bluetooth out of his ear and clipping it into the holder inside his mask. "You know, I keep looking for an excuse to slip 'Elementary, my dear Watson' into one of my conversations with her."

"Sherlock Holmes never actually said that. And if you ever find an excuse for that pun, I might have to kill you."

"Understood."

**Near the docks,**_ later_

One tentacle took the trenchcoat from the murdered drifter's body, and shook it violently to shake off some of the blood. That done, it and one other opened it up, draping it over Octavius' shoulders. It kept away some of the cold of the night, and covered the hospital gown he was still dressed in. Now he needed a pair of sunglasses to filter out unwanted bright light, and hopefully a change of clothes.

_And then, Norman,_ he thought, _I will come for you. And I will kill you._

Some part of him was disturbed. He had always been a proud man, but murder was... unprecedented. He was planning to kill someone for the first time in his life. But for the most part, he was just angry. _How dare he take my design and use it to his own ends. How dare he try to end my life. He has no right. I am better that him in every way. ME! OTTO OCTAVIUS!_

And with these thoughts, he worked himself into an almost tranquil rage. Tomorrow, Norman Osborn was going to die.

* * *

**A/N: A few days ago, I looked at this story's update date and realized, "GAH! I haven't updated this story in nearly a month!"**

**This is exactly why I was hesitant to work on more than one story at once. Now I'm working on FOUR, and I've fallen behind.**

**On average nowadays, I'm going to try to update this story about once every three weeks. I'm sorry for the delay, but now here's this chapter.**

**Please review! _Merci. Au revoir._**

**(I turned fifteen last month.)**


	17. Death

Spider-Man ducked, then leaped over the man's swinging arms. "_BOOR_-ing. Dude, just give up. I've fought things like the Sandstorm, the Green Goblin and a freaking _Scorpion-Man._ You have no shot."

"SHUT THE FU-" the rest of his sentence was cut off by Spider-Woman swinging in from nowhere and kicking him in the jaw, rendering him immediately unconscious.

"And that," she said proudly, sticking to the wall nearby, "is how it's done."

Spider-Man crossed his arms. "Come on now! I was having fun! You can go," he added to the guy the huge man had been beating senseless.

Spider-Woman tilted her head to one side. "Well, it was boring to watch and we'll be late in five minutes."

"What?!" Spider-Man immediately jumped up the wall, tapping the button on his earpiece and saying, loudly and clearly, "911." While waiting for it to dial, he said, "Why didn't you tell me we were going to be late?! Oh, hi. Yeah, it's Spider-Man again; I'd like to make a citizen's arrest." He then gave the dispatcher the name of the street and what building the alley was to the right of. "Okay, thanks, bye." He tapped the button again. "Honestly, you should've let me know!"

"You looked like you were having fun. I didn't want to ruin it until it was absolutely necessary."

"Oh, thanks for that."

"...I'm not sure you were being sarcastic just now or not."

"Neither am I."

_later_

Peter clicked the sparker a few times, jumping when the cutting torch exploded into life. "There we go," he muttered, fiddling with the settings until he got the blue flame. He moved the flame over the metal he was going to cut, waited until it was glowing hot, and pushed the trigger.

The flame cut through the metal like butter. Peter traced it along the chalk line he had made, cutting a piece of the metal sheet off and then deactivating the torch. He grabbed the pliers and caught the falling piece of metal before it hit the ground.

_It's alright,_ he thought, examining the shape, _but it's not great. I could smooth it with the grinder. Should get the job done..._ His thoughts were interrupted by the headset in his ear vibrating. He twitched.

"Yes?" he asked, pushing the button.

"Hey, it's Gwen."

"Hi." Peter walked over to the faucet, set it to as cold as possible, and held the piece under it, smiling at the hiss of the water evaporating. "What's up?"

"Well, I thought of something, and I wanted to bounce the idea off of you before I went and spent money on it."

"What's the idea?"

"Tracking devices."

Peter blinked. "Yeah, those... would be useful."

"On a related note, the scanner went off. Superhuman menace, apparently."

"Alright. Thanks. Bye." Peter took the earpiece out of his ear, pulling off the thick leather gloves he had been wearing. "Hey, teach. Could I go to the bathroom?"

"Hall pass."

"Right." Peter grabbed the hall pass, walked out the door of the metal shop, and broke into a jog. Pulling on the gloves his web-shooters were mounted on, he ran out of a side exit. He dropped the hall pass next to the door, webbing it there to make sure nobody took it. That done, Peter ran down the stairs, checked to make sure no one was looking, and jumped onto the roof of the school, where Gwen was already changing.

Thirty seconds later, Spider-Man and Spider-Woman leapt off.

**Elsewhere**

"Stop or we will shoot!"

Dr. Octavius continued to ignore the police, instead choosing to drop lower to the rooftops he was "walking" across, making sure that the police's vision of him was cut off by the roof. His lower two tentacles supported him as he went, one pushing him forwards, the other stretching forward to take the next step. Octavius narrowed his eyes behind the sunglasses as OsCorp Tower came into view. Soon, he would be there, and Norman would wish he had never been born.

His thoughts were interrupted by a shout of "Heads up!" His head turned, and one of his tentacles immediately shot backward to attack the potential threat.

"Jeez!" Spider-Man vaulted over the top of the tentacle, pirouetting in midair and landing in front of Octavius. "Dude, what gives? You can't just- wait. I know you. Dr. Otto Octavius."

Dr. Octavius raised his eyebrows. "Yes, that would be me."

Spider-Man stood up from his crouch. "Sir. Your work is unparalleled. I've read all your research papers on converting nerve impulses to signals a computer can respond to."

"In the last two days." This comment was from Spider-Woman, who was leaning against a chimney nearby.

Spider-Man waved a dismissive hand. "Well, yeah. But it was fascinating. But wasn't there an accident? Two days ago. At OsCorp."

"No."

"Wait, wait, don't tell me," said Spider-Woman, walking forward and raising her hands. "It wasn't an accident."

"Precisely, girl. Osborn did this to me. And-"

"Did what? I don't see-oh. Oh my god." Spider-Man stepped back. "Those prosthetics are fused to you, aren't they?"

"Indeed. Now, if you'll excuse me, I have to be on my way. I'm going to go kill Osborn."

"Whoa whoa whoa." Spider-Man jumped in front of the good Doctor. "I was fine with everything you said up to that part. Uh, can we, like, talk you out of that?"

"Doubtful." Spider-Woman had dropped into a fighting stance. "As much as either of us wants Osborn to keel over, actually making or letting that happen isn't an option, Doctor. Hope you understand."

Dr. Octavius stared at her for several seconds. "...I do."

And suddenly, two of the four tentacles connected to Dr. Octavius' mind shot forward, illogically-sharp tips of the claws extended.

"WHOA!" Spider-Man twisted backwards, dodging the right tentacle Matrix-style. He rolled to one side, springing up and firing a webline at Octavius, who blocked it with a third tentacle. Meanwhile, Spider-Woman dove to one side, avoiding the second tentacle, and stuck to the chimney. As Octavius shifted his position so he was supported by only one tentacle, leaving the other three free to attack, Spider-Man pulled hard on the webline, zipping to the tentacle he had hit. He grabbed onto two of the modules making up the tentacle and squeezed them as hard as he could.

Surprisingly, the metal barely deformed.

"Uhhh..." Spider-Man released his hold, continuing to stick to the tentacle with his feet. "Vibranium?"

"Yes, actually," Octavius said. "Although I must applaud you on coming to that conclusion so quickly, the indentations you left are hindering my control of that tentacle. Those are going to be troublesome to remove."

"You're welcome," Spider-Man said cordially, hopping off the tentacle. "Sure we can't settle this nonviolently? I mean, are you absolutely sure?" A pause, while the tentacle he had been on a few seconds ago curved around and stabbed at the ground where he had been. "Alright. Fine."

_meanwhile_

Captain George Stacy watched the fight from the street below. The two kids seemed to be handling it fairly well, if slowly. For all the fighting they had done solo, evidently those two had very little experience working with each other, and this was now starting to come back to bite them. That and overconfidence seemed to be crippling their performance, and George was starting to get a little nervous. He would give them the benefit of the doubt, for the next few minutes. But he was still anxious about his little girl.

_meanwhile_

Spider-Woman leapt at the doctor, who immediately panicked and blocked with all three of his tentacles. She bounced over two of them, the third grazing her arm and tearing her costume. "Uncool," she said, firing a webline at the harness around Octavius' waist. She pulled hard, zipping towards the doctor, fist pulled back. A webline fired by Spider-Man interrupted her attack.

"Oof!" she grunted, landing on the roof. "What do you think you're doing?!"

"Are you crazy?!" Spider-Man replied. "You can't hit this guy with that much momentum behind you! You'll kill him!"

"I appreciate your concern," Octavius said drily, "but if you actually cared about my wellbeing, you would have let me pass long ago. Now get out of my way."

"Let me get this straight." Spider-Man crouched, folding his arms. "You're setting out to do something that we would be perfectly fine with, you don't want to fight us, and we don't want to fight you. And we still have to fight."

"Yes, that summarizes the situation nicely," Octavius said. "However. There is an easy way to solve all our problems."

"Really?" Spider-Man stood slowly. "What is it?"

Spider-Woman's spider-sense went off abruptly. "Uh-oh."

"This," Octavius said, and with one of his tentacles knocked the chimney off the roof.

_meanwhile_

"NO!" screamed Captain Stacy, watching where the bricks were about to land: directly on top of a six-year-old boy. Throwing his gun to one side, he sprinted towards the child, diving at the last second and pushing him out of the way of the falling bricks. This, unfortunately, caused them to fall right on top of him.

The first brick, moving at roughly sixty feet a second, snapped his arm. The second caught him in the spine. Everything else was lost in a torrent of pain.

_meanwhile_

"NO!"

Spider-Man and Spider-Woman simultaneously lunged for the falling bricks. Spider-Man caught one on his fingertips, but the rest got away from the two. Spider-Woman frantically fired a webline at the falling bricks, but the line only caught two or three. They saw the bricks land on Gwen's father, and Spider-Man winced as he felt bones crunch.

"Oh God," Spider-Woman whispered, dropping to the ground next to the pile of bricks. Spider-Man hesitated, looked back at Octavius.

Octavius smiled and waved jauntily, tentacles carrying him away at a slightly slower pace than before, obstructed by the dent in the tentacle Spider-Man had tried to crush.

Spider-Man dropped to the ground next to Spider-Woman, who was pulling Captain Stacy out of the rubble. "Where's the nearest hospital?!" he screamed at the nearest police officer. "_And stop pointing the gun at me!_"

The officer didn't react to Spider-Man's demand, but twitched his head to the right slightly. "That way."

"Thank you." He turned to Spider-Woman, who was cradling Captain Stacy's body. "Come on, we need to get him there."

Spider-Woman nodded. "Right," she whispered, her voice starting to crack. She leapt across the street, then up the side of the building, followed by Spider-Man.

"Stop," breathed Captain Stacy.

"One minute, sir. Let me get you-"

"Please. Too late. Stop, Gwen."

And Spider-Woman did, more out of shock at her father addressing her by her real name than anything. Hesitantly, she put him down.

"What are you doing?" Spider-Man hissed, landing next to her. "He has _maybe_ a minute left. You can't stop-"

"Peter..."

Spider-Man froze. George had known. "How long...?"

"Months. Please, Peter, take care of Gwen. And Gwen..."

Spider-Woman pulled off her mask, revealing the distraught face of Gwen Stacy. "Yeah, Dad?"

"I love you so much." And then he was gone.

Gwen slowly rocked back on her heels until she was sitting on the rooftop. Biting back tears, she rested her face in her hands as Spider-Man moved to her side. She shook slightly, a single sob escaping.

"Gwen..."

She shook her head slightly. Spider-Man glanced in all directions, checking for any unwanted onlookers, and then pulled off his own mask. Peter hesitantly put one arm around Gwen's shoulders, and she slowly leaned into him. "God..." She whispered. "Peter, go."

"What?"

"I need a few minutes. Could you... get out of here. Please."

Peter nodded. He slowly stood up, pulled on his mask, and took a flying leap off the rooftop, headed back to where he last saw Dr. Octavius.

_meanwhile_

The tentacle's movements were jerky and erratic, finally shutting down completely. Octavius briefly cursed Spider-Man for crushing what had obviously been some vital circuitry as he lowered himself into an alley. He couldn't go after Osborn yet, now. He needed to repair the tentacle.

A faraway, angry cry of "OCTAVIUS!" diverted his attention momentarily. Spider-Man was back to chasing him and he sounded _furious._ Octavius shivered slightly as he recalled the lighthearted, if cautious, voice of less than five minutes earlier and realized just how different Spider-Man sounded when he was pissed off. The tentacles raised and lowered him, hiding him in a dumpster, and he closed the lid, pulling his tentacles in with him.

The shout of his name sounded again, this time right above him as Spider-Man leapt overhead. Octavius held his breath, hoping that he wouldn't be found by a superhuman just that angry. He heard nothing for several minutes. Safe, then. Octavius exhaled slowly. He estimated it would take a week to repair the tentacle, and then Osborn would die horribly.

Octavius smiled.

_hours later_

Gwen sat on her bed, tears still refusing to come. A gentle tapping on her window alerted her to Peter's presence. She looked up, seeing Spider-Man perched on the fire escape, requesting entry. She slowly shook her head.

"No," she whispered. "I... I can't do this anymore. Peter, please just... go. Go away."

Spider-Man froze for a few seconds, then slowly nodded. He turned, hopped onto the wall opposite the apartment building, climbed out of view. Gwen slowly set her head back down on her knees. She had already destroyed her costume. It was her and Peter's carelessness that had gotten her father killed. How many others had they killed in the last few months? She didn't want to think about it.

So there it was then. Spider-Woman no more. She would continue her studies, graduate, get a job. Ignoring her powers for the rest of her life. Gwen nodded to herself. That was what she'd do.

Spider-Woman no more.

* * *

**A/N: This is not the end of the story, so don't think it is. Expect the next chapter soon.**

**Please review. _Merci. Au revoir._**


	18. Hitting the Fan

Peter took a deep breath, staring at the skyscraper in front of him. Superhuman fights, running out of webbing in the middle of said superhuman fights, swinging around the city as Spider-Man... and this was what he considered the hardest part of his career so far. He glared up at a certain window. That glass, he figured, was probably bulletproof. To make sure no one threw another chair through it. He inhaled deeply, pulled down his mask, and jumped.

Norman Osborn was reading an article on the fight between the Spiders and Dr. Octavius when he heard the _splat_ of a semisolid impact the glass of his window. He spun around in his chair, seeing a splatter of something fairly familiar on his window. It stretched away and downward into a spiderweb pattern for a moment, before it returned to its original shape, and, less than half a second later, Spider-Man came flying into view and stuck to the pane.

The two stared at each other through the glass for a second, Osborn smiling pleasantly and Peter glaring at him behind the mask.

"Hello, Peter," said Osborn. "To what do I owe the pleasure?"

"You should probably know that Dr. Otto Octavius is planning to kill you."

Osborn nodded. "I am aware."

"Good," spat Spider-Man. "Then I'll be going."

"Wait a minute, Peter." Osborn stood up so his and Spider-Man's eyes were at the same height. "I'd like a word."

"Monster. There's your word. Goodbye."

**The old stone house, **_later_

Peter lay down in the web hammock. Pity he hadn't been able to keep the house. Not too long ago, he and Gwen had moved all the stuff in the house to the safest place they could find. Namely, the old house that Osborn had sent Peter flying into the night he killed Aunt May and Uncle Ben. Examination had revealed a complete lack of graffiti, trash or cigarette smoke, so Peter assumed that no one aside from he and Gwen knew about it. They had been using it as an unofficial HQ for the last few weeks, so that Gwen's dad wouldn't find their web shooters and/or spare costumes in the apartment.

So here he was, kicked out of Gwen's apartment, with no plan. Fantastic.

He twitched as his phone vibrated. Pulling it out of the pocket of his backpack, he pushed the green button and held it to his ear. "What?" he snapped, still irritated by his confrontation with Osborn. "No, Mr. Jameson, I _don't_ have any photographs of the fight. _No._ I probably won't be getting you any photographs anytime soon. Good-bye."

He hung up, tossed the phone away, changed his mind, and hit it with a webline to stop it from shattering. Pulling it back towards him, Peter put it back into his backpack, awkwardly trying to make himself comfortable in the hammock. He would sleep until the webbing dissolved, and then he would go back to trying to find Octavius. He obviously would need _some_ rest, but if he was doing this alone, he would have to devote as much time as humanly possible to it.

Peter yawned once, then fell asleep instantly.

_the next day_

No one was quite sure what surprised them more: that Gwen Stacy came to school the day after her father died, or that Peter Parker didn't. As it was, everyone found themselves quite shocked by some combination of the two. Gwen certainly didn't seem ready to face the masses; no makeup, bloodshot eyes with huge bags under them, her posture. She was paying attention in none of her classes, and she hadn't said a word since the day had begun. Peter's absence was surprising because, well, he was Peter Parker. He didn't miss school. Ever. And Gwen sure looked like she needed comforting.

Not that anyone wanted to say so to her. She looked torn apart, but she also looked _pissed._

It was during lunch that something happened to actually betray whatever else was taking place in that head of hers. She was in the library, picking at her food, when she glanced up, having noticed some movement outside the window. If anyone had bothered to look, they would have seen Spider-Man perched on the roof of the adjacent building. Gwen's eyes narrowed slightly into a glare.

Spider-Man bowed his head in response, then fired a webline at a nearby building, zipping out of sight.

"Was that Peter?"

Gwen looked sharply at who had spoken, and was surprised to find MJ standing there with her lunch tray. "Oh. Yeah, that was Peter."

"Why isn't he at school?"

"I don't know. I think he's looking for Octavius."

"Who?"

"The guy who killed my dad. Otherwise, he's just avoiding me."

MJ looked at Gwen strangely, sitting down. "He wouldn't avoid you. He's in love with you."

Gwen glared at her.

"I'm not taking it back. Back when he lived next door, he had a picture of you tacked above his desk."

"I didn't deny it. I already know. He's kissed me before."

"He _what_?"

"However, it's also his fault that Octavius killed Dad."

MJ stared at Gwen for a few seconds. "You know what your problem is?"

"Other people, mostly."

"You don't like to talk about things."

"Mary Jane," Gwen snarled, "my father died _yesterday._ You can't expect me to get over it instantly. To suggest that I would leads me to suspect that _you_ wouldn't be sad if your own _mother_ died."

"She _is_ dead," MJ snarled back, getting up. "Don't act like I don't know how you feel." And with that, she turned and stalked out of the library, throwing her lunch in the trash as she left, leaving Gwen alone with her thoughts.

_later_

Peter's stomach growled, and he glared at it. He had already eaten the granola bar in his backpack, and he wasn't going to break in and spend any money yet: he would almost certainly need it later.

The police scanner in his backpack beeped, alerting him to some sort of activity. Checking it, he sighed. Another super villain. Peter pulled his mask on, sluggishly leaping in the direction of the rampage.

The man he saw when he arrived was shooting what looked like small bolts of lightning out of his fingertips at police. Spider-Man sighed, hopping to the middle of the street and firing two weblines at opposite buildings, connecting them and crouching on the web tightrope.

"Please give up," he requested tiredly. The fifty minutes of sleep the previous night had done absolutely nothing. "I am in no mood for this crap."

The man narrowed his eyes, pointing his index and middle finger at Spider-Man. "Don't move a muscle."

"How terrifying," said Spider-Man. "A finger gun. Hate to rain on your parade, Electro, but I'm not grounded. Good luck trying to hurt me."

The man snarled.

"Wow, that was eloquent." Spider-Man was immediately hit in the chest by a small bolt of lightning. It wasn't very powerful, of course. If it had been, the heat generated would have fried both him and the electric guy, and the resultant crack of thunder would have deafened everyone in the vicinity. As it was, the bolt would have been sufficient to stun him for a good length of time, had it had a place to go after hitting Spider-Man. Fortunately, it didn't, for reasons already described by Spider-Man. All it did was leave a small burn mark on his chest.

"And now," Spider-Man said, holding up one finger declaratively, "Allow me to _actually_ rain on your parade." He leapt off the webline, firing two more at adjacent streetlights, swinging down and hitting the fire hydrant between them with his heel, knocking the top off and sending a massive stream of water directly at the super villain.

You all know how this works. Water conducts electricity, blah blah short circuit blah. Reality ensued.

Spider-Man jerked violently as the electricity from the villain's body went through the water and into the ground, zapping him in the process. He fell to the ground, half-conscious and stunned, his first coherent thought that he really could have done that better. As he came to his senses, he saw that the super villain was unconscious on the ground, and police were surrounding him.

Actually, police were surrounding both of them.

"Evening, officers," Spider-Man said halfheartedly, standing. "Uh, you're welcome. Can I go?"

"Down on the ground."

Spider-Man turned to the officer who had spoken, folding his arms across his chest. "Why?"

"You are under arrest for (lessee, what was there?) three counts of breaking and entering, eighty-six counts of vigilante action, fourteen counts of resisting arrest and one count of involuntary manslaughter."

"Wow, that's quite the rap sheet. I kind of feel like I've achieved something." Spider-Man walked forward, taking the barrel of the officer's gun in his hand and crushing it. "But when I said why, what I meant was 'Why should I?' Oh, and by the way, that's _fifteen_ counts of resisting arrest."

With that, he was gone, leaping up and away so fast that the police officers hadn't even started moving their guns up before Spider-Man was out of sight.

_Wow, you're an ass tonight,_ he told himself. _This is why Spider-Man has a bad rep._

_ God, I'm tired._

_ Wait, involuntary manslaughter? They're putting Captain Stacy's death on _me?_ What?!_

Now thoroughly disgruntled, Spider-Man leapt over a street (he didn't know or care what street), going back to his chosen perch.

It was within view of OsCorp, so he could see if Octavius was making a less-than-subtle approach at things. He probably wasn't, but Spider-Man had given up actively looking for him. He had looked all day and most of the night, and turned up empty-handed. He had just decided to stake the place out and wait.

And wait.

And wait.

Peter wished he could sleep.

_Even later_

Gwen sat at the dinner table, forcing herself through homework. The apartment was quiet. Agonizingly so. She snapped a pencil in half accidently, concentration hazy. Throwing the broken pencil aside, Gwen looked at the algebra in front of her, already having figured out the answers in her head, before just deciding _screw it_. She was in no mood to do this.

The news was completely moot. There was a report about Spider-Man having stopped a super villain with a modified form of Stark Extremis in his biochemistry, but that was pretty much it. And that sort of thing now left a bad taste in Gwen's mouth.

"Peter," she said, addressing the TV, "what are you doing? You _saw_ what this did. You _know _what it did to your life. And mine. Just throw in the towel." A pause, and then: "You're being irresponsible. The entire reason most super villains exist is to get you. At this point in time, I think the most responsible thing you could do is go turn yourself in to the police. Or Osborn." Another long pause, during which Gwen wiped away a few tears. "Responsibility to what, anyway?"

_meanwhile_

Peter's phone rang, and he immediately picked up. "Hello?"

"Where are you?"

"Hi, MJ. I'm staking out OsCorp, waiting for Octavius to make a move. Why?"

"Because you weren't at school. And Gwen's pissed at you."

"She has every right to be. I was careless, I stopped her from landing a blow on him, and her dad is dead because of it."

"I think you have a guilt complex."

"Probably." Peter stared at nothing in particular. "Listen, do you have a reason for calling? Because my phone's gonna die in a minute."

"Go back to Gwen's apartment and apologize."

"No. One, I'm in the middle of something important. Two, she's quit. She's probably going to want me to do the same. Three, she's not going to forgive me." He paused as his police scanner suddenly exploded to life. "I have to go."

"Peter! Wait a minute!"

Too late. Peter pushed the red button on his phone, throwing it into his backpack. Heeding what the scanner was saying, Peter pulled his backpack on and leapt off the building in the direction of the Manhattan Detention Complex, firing a webline and pulling his mask on simultaneously.

What he was hearing on the scanner confused him momentarily, before he realized what might have been happening and panicked. _NO! OCTAVIUS! NO! NO!_ Spider-Man made a beeline towards MDC. _NO! PLEASE GOD NO! PLEASE DON'T! _He took a running jump off of a building, aimed to overshoot one and land on another. Unfortunately, he seriously overestimated how much energy he had. Spider-Man found himself falling probably five hundred feet, tried to fire a webline, ran out in midfire, switched cartridges, fired a webline, and hit the ground. Hard.

The sudden presence of Spider-Man in the middle of a green lighted street was so unexpected, so completely out of the blue, that the moving car did absolutely nothing to heed his being there until it had already run him over. Spider-Man pushed himself to his feet a moment after the fact, sore absolutely everywhere. Glaring in the direction of the car that had just run him over, he jumped to the wall of the building he had been aiming for and started to climb.

Reaching the prison as fast as he could, he looked down at it from the top of a neighboring building. There were a ton of police cars, most of which had only just arrived. Spider-Man jumped across the street, landing on the roof of the jail before taking a look around. Looking over the far wall of the building, he immediately noticed something caught in the back door.

Spider-Man quickly crawled down to the door, pulling the piece of fabric out of the crack. It was a rather gaudy orange, exactly like a prison jumpsuit, and had clearly been torn intentionally. Perhaps because it was hard to be unnoticeable in an orange jumpsuit.

Spider-Man quickly climbed back to the roof, running over to the other side of the building to listen in on the police's conversations. A few seconds confirmed what he had thought.

Octavius had been here. He now was not.

Neither were any of the other super villains.

**Manhattan Detention Complex,**_ seven minutes ago_

Max Dillon fumed, watching a small arc of electricity dance between his forefinger and thumb. The good news was that they hadn't been able to deactivate the modified Extremis nanotechnology. The bad news was that the only way to get out of prison was to use the system to its max, which his body was in no way prepared to do. A raging hatred of Spider-Man was burning in his chest at the moment (although he had to admit, _Electro_ was a pretty good codename), which was compounded by the fact that the idiot he was sharing a cell with was also in here because of him.

"So," said Macdonald Gargan, who was sitting on the bunk above him, "How'd he beat you?"

"Fire hydrant," Dillon growled.

"Oh. He just made a slingshot to beat me."

Dillon snorted.

"What was that?"

"That was me, idiot. I was laughing at you."

"No, not that. Listen."

Dillon listened, and a second later a prison guard came flying into view, a metal tentacle through his chest.

"OH MY GOD!" someone yelled, as the tentacle bent downwards and the guard slid off. A three-pronged metal pincher opened on the end of the tentacle, grabbed the keys in the dead guard's pocket, and snaked out of view.

"What the hell was that?" Dillon asked, walking to the bars and peering as far down the hall as he could.

"Looked kind of like my tail," Gargan commented.

"You had a tail?"

This question went unnoticed as a man came into view, supported off the ground by two more tentacles. The metal arm with the ring of keys arced up and dropped the keys into his hand.

And then the prison's noise level went through the roof.

The man ignored most of the chaos, looking through a clipboard of names he had. After a moment, the tentacles holding him up extended, elevating him to the next level of cells, and he unlocked one cell, quickly exchanging words with the occupant. Another moment, and he descended back down to the first level, moving over to the cell containing Dillon.

"Maxwell Dillon. Macdonald Gargan." The man unlocked their cell door. "I am Doctor Otto Octavius, and I request your assistance."

"What sort of assistance?" Dillon asked skeptically.

"I need you to keep Spider-Man busy for six hours."

"First of all," Dillon said, "he beat me in less than a minute. Secondly, I can't help but wonder what you'll be doing during this. And third, I'm sorry, but I'm going to need more incentive than getting busted out _once_ to go fight the person who got me here in the first place."

Octavius pointed a tentacle at Dillon, smiling coldly. "First of all, that's why I'm breaking out all five of the super villains. Second, what I will be doing has no effect on you; I just need Spider-Man out of the way while I do it. And third..." The smile grew slightly wider. "Your powers are Extremis-based, correct?"

"Yes."

"Would you like the other half of the treatment?"

Dillon's eyes widened for a moment, before he smiled. "What do you need me to do, boss?"

* * *

**A/N: And cue the Sinister Six. Deadpool, Scorpion, Rhino, Shocker, Electro and Dr. Octopus.**

** Alright, I've had a thought. This is starting to suck to write. I enjoy writing it, but I've been struck by the same problem novelists reportedly have: by the time they're done with the story they're writing, they hate the thing. So I was thinking I would finish this story arc, and then hand this story off to someone else. Any volunteers? If not, I'm just going to make this a twenty-one-or-so-chapter-long story and just finish the story. Either way, I'm pretty much done with this thing. Don't freak out. The next (and last) two or three chapters will be awesome.**

** About Electro's powers: literally all writers of comic books seem to ignore the fact that lightning is three times hotter than the surface of the sun, and also produces thunder. Or that electricity prefers to go to the ground. I haven't forgotten; I'm hand waving it in the next chapter. The other half of the modified Extremis makes Electro pretty much heat-proof, and allows him to fly...somehow. Also, in this chapter he was wearing elevator shoes.**

** Please review. **_**Merci. Au revior.**_


	19. Deadpool and Shocker

Peter was freaking out.

Scorpion, Rhino, Shocker, Electro, _and_ Deadpool were out and about. He knew, of course, that this was to keep him busy while Octavius did whatever he wanted to. This was blatantly obvious. Which didn't at all change the fact that Spider-Man needed to find all of these super villains.

_Well shit._

The police scanner in his backpack chose that time to beep and announce some sort of disturbance at a nearby shopping mall. Sprinting in that direction, Spider-man leapt off the roof, firing a webline at the corner of a nearby building and swinging to the next roof. Running at full speed, he made it to the mall in under three minutes.

_meanwhile_

"Aaaaahhh," said Deadpool, walking casually out of the gun store, toting a high-powered rifle and two handguns. "I love the smell of panic in the... evening. Smells like Mexican food." He stuck the handguns in the waistband of his pants, switching to the rifle. "Now, _who wants their insides painted on the walls?!_" He looked around, finding that everyone in his section of the mall had fled. "...No takers?"

"Fraid not," said Spider-Man, abruptly crashing through the skylight above Deadpool. "Nice outfit."

Deadpool looked down at himself. His normal costume confiscated by police, he had scribbled a few black areas onto his orange prison jumpsuit with a marker and stolen a Guy Fawkes mask from a nearby store. He looked back up at Spider-Man, shot at him once. "Thank you. Just kinda threw it together. You, meanwhile, still seem to be wearing a suit made from cut-up sport underwear."

"For your information," Spider-Man shot back from behind a hopefully bulletproof pillar, "it's actually cut-up sport _shirts_."

"Same principle. So I heard the Ms. broke up with you."

"We were never dating!" yelled Spider-Man, diving from behind the pillar to behind a low wall closer to Deadpool. "And how do you know about that?!"

"Brackets told me."

"Who?"

Deadpool couldn't answer, because he was choking on his tongue. While he was doing that, Spider-Man quickly jumped out from behind his cover and punched his lights out.

"Well, never mind." Spider-Man confiscated Deadpool's guns, throwing them to the other side of the hallway and then webbing Deadpool to the ground. Almost immediately, the police scanner started up again, informing him of a 998 on the George Washington bridge. Peter hadn't yet gotten around to memorizing police codes, but from his time as Spider-Man during the summer, he had come to associate the number 998 with shoot-outs of some sort. He leapt out the skylight, sprinting off the roof in the direction of the bridge.

When he arrived there some two minutes later, the person he saw there had an orange jumpsuit as well, although there was also a small air compressor strapped to his back and a metal bracer on each forearm. The four police there were pointing their guns at him from behind their police car, and he was pointing what appeared to be two cannibalized nail guns at them. Nobody was firing, and the tension was thick enough to cut with a knife.

Spider-Man landed on the police car. "Alright, hate to interrupt your little Mexican standoff here, but here's the thing." He stepped off the police car, walking towards the man. "Y'see, Shocker - that's what Spider-Woman called you, by the way - there are still four super villains that I need to find tonight. So if you were to just surrender right now, that would save me a heap of trouble. So what do you say?"

In response, the Shocker pulled the triggers on his weapons.

The result were two identical blasts of compressed, vibrating air moving towards Spider-Man at the speed of sound. Peter's eyes widened as he felt the blasts merge into one as they shot towards him, too fast to react beyond widening his eyes and turning slightly. Which he did.

When the blast hit, Peter saw his eyepieces shatter instantly and felt blood explode from his nose as he was blasted backward into the police car, which dented and moved backwards a good seven feet. Spider-Man lay where he had landed, trying to get his breath back and recover from his hypersensitive skin being assaulted by more than five thousand PSI and incredibly high-pitched vibration.

Shocker had been knocked off his feet by the kick from these cobbled-together weapons, but he was mostly unaffected by the blast itself. He got up fairly quickly, taking a few steps back to get his balance. He shook his head once, then looked at Spider-Man, who after a moment kicked his feet up and sprang back to his feet.

"Let's try this again." Spider-Man fired a web shot at each of Shocker's weapons, hopefully rendering them useless, before leaping at him. He was immediately blasted back again.

The good news was, the weapon that Shocker had fired now had a busted tip. The bad news was, _OW._ His nose was very probably broken, and he was pretty sure his ears were now bleeding. Spider-Man rolled onto his stomach, gathered his legs under him, and dove to one side as he felt Shocker taking aim again. Spider-Man fired a webline at the top of the bridge, taking to the air and swinging around Shocker, firing another webline as he did and pulling one of Shocker's weapons out of his hands. Shocker took aim with the other one, and although he missed, the vibration caused Spider-Man to wince in pain.

"Alright," said Shocker.

"So you _can_ talk."

"You're one of those hero types, right?" Shocker aimed one gauntlet at a car nearby, containing a young child who was trying to open the apparently child-locked doors. "Well, save _this_."

Spider-Man swore loudly as the car was sent flying off the bridge. Firing a webline at the sidewalk next to the broken rail, he zipped to the edge of the bridge, fired a webline at the car, and found himself pulled off the bridge after it, two pieces of the sidewalk ripped up as he stuck to it in an attempt to stop himself.

_Ooh, boy._

Spider-Man fired another webline at the bridge, yelling in pain at the jerk of the car's weight. _What I wouldn't give,_ he thought, _for some help from Spider-Woman right now._ Slowly moving his feet up, he gripped the webline connected to the bridge between them, sticking to it. He fired a webline at the end of the webline, connecting it with the one stuck to the car, and then Shocker appeared at the edge of the bridge and looked down at him.

He immediately got hit in the face by a web shot.

"Kay, while you're busy with that," Spider-Man muttered, climbing down to the car that hung suspended some twenty feet above the river. Noticing the extent to which the end of the webline was stretched, he quickly exchanged the thin cables the webline spread out into for a few normal-sized weblines. That done, he crawled onto the back of the car and ripped the back windshield off.

"Kid."

"Yeah?" asked the child.

Spider-Man looked at him. "What's... what's your name?"

"Miles."

"Well, Miles," said Spider-Man, crawling into the car, "let's get out of here."

Miles nodded. Spider-Man grabbed him carefully, starting to backtrack out of the car...

And then looked sharply back up, sensing the Shocker taking aim over the edge of the bridge.

"Oh, no," he hissed. "Nonononono. You have to be kidding me. NONONO-" Spider-Man was cut off as the car was hit by a concussive, vibrating blast of air. The entire back of the car buckled, and the metal that was effectively supporting the entire weight of the car came off entirely. As the car started to fall, Spider-Man fired a webline at the bottom of the bridge, pulling on it and flying out of the back of the car with Miles in tow.

They were now under the bridge, out of the Shocker's line of sight. "So," said Spider-Man, casual despite suspecting his nose was broken, "Miles... who's your dad?"

"Jefferson Morales," said Miles quietly.

"Right," said Spider-Man, swinging his legs to get up enough momentum to swing to the far side of the bridge. "Tell me. Is your dad the type to sue for that car?"

"Well, no, not really."

"Excellent. Then there's nothing to worry about here. " Spider-Man stopped talking as he released the webline, sailing through the air until he was under the opposite edge of the bridge, and fired another, climbing up it with one arm as he held Miles with the other. "See?" he added, once they were off the webline and on the underside of the bridge. He crawled to the railing, peeping over to see if Shocker was looking in their direction. He was not. He was watching the area where he had seen Spider-Man disappear.

"Kid... Miles... when we get onto the bridge, stay quiet. Go find your dad, or something. Okay?"

"Quiet. Find Dad. Got it."

"I like you." Spider-Man hopped on top of the railing, remaining silent, and set Miles down on the sidewalk. As quietly as he could (i.e, dead silent), he walked over to where the Shocker was.

Shocker happened to look behind him when Spider-Man was six feet away, and in the split second it took him to turn around and raise one weapon, Spidey sprinted the last two meters and punched him hard enough to knock two teeth out.

With Shocker unconscious at his feet, Spider-Man felt free to clutch at his nose and growl in pain. He bent down, ripped the air compressor off Shocker's back, and chucked it off the bridge, proceeding to web Shocker to the ground. He turned, shaking his head in an attempt to ward off the dizziness... and for that matter, drowsiness. Peter found that he wasn't actually sure when was the last time he slept.

Spider-Man walked over to where the cops had been. The first concussive blast had sent them flying, and they had been unconscious for the last few minutes. Now Spider-Man started checking to see if they were alright.

Midway through his examination of the third one, the second officer managed to roll over, grab his gun, and shakily point it at Spider-Man. "Don't move."

Spider-Man raised one eyebrow. Now that his eyepieces were gone, this was clearly visible to the cop.

"...Please?"

The scanner in the police car chose that time to speak up. Whoever was on the other end of the line quickly rattled off that there was a super villain rampage in Brooklyn.

"I'm gonna go," said Spider-Man. He quickly jumped up to where he had webbed his backpack, grabbing it before setting off down the bridge.

_five minutes earlier_

"The suit's not working."

Octavius rolled his eyes. "I can see that, you idiot. It's probable that the police drained the battery prior to storage." He adjusted his sunglasses, examining the battery compartment of the Rhino suit. "Hmm. This could present a problem..."

Dillon cleared his throat. "Have you forgotten who you're with? Move over." Taking Octavius' place at the back of the suit, Dillon pulled the very large lithium battery out of its compartment, putting a finger on each electrode.

The light above them dimmed considerably, and Octavius' tentacles momentarily went slightly limp. Octavius raised his eyebrows noticing this, before Dillon relaxed and pushed the battery back into the compartment. "Okay, charged. See if it works now."

As the light grew brighter again, Sytsevich clenched both fists, and a mechanical humming started as the Rhino suit slowly started to move. A visor lowered over Sytsevich's eyes as he smiled grimly. "Alright, let's do this."

"Try to keep Spider-Man occupied for at least half an hour," Octavius requested. "And keep your jaw protected. You are still human, after all, and thus he can fell you with one punch."

"Right," Rhino said. Taking a few steps forward, he broke into a sprint, blasting out of the wall of the warehouse they were in.

"Alright," said Octavius, already started for the exit, "Gargan, you head for Queens. Dillon and I are going to Stark Tower, and between you and him..." he pointed out the massive hole in the wall "...you're going to need to keep Spider-Man occupied until we can get the other Extremis nanotechnology."

Gargan grunted, pulling on his helmet. "Still wish you had been able to fix the tail."

Octavius shrugged. "My apologies; half of it was missing from the evidence room." The tentacle that Spider-Man had damaged moved briefly, one of its silver joints replaced with a black one from Gargan's tail. "Thank you for allowing me to borrow its pieces, though."

Gargan rolled his eyes. "Whatever," he said, his voice now slightly muffled by the full-face helmet. Sounds of destruction outside were starting to become deafening. "I'm out of here."

The Scorpion leapt out of the window opposite the massive hole in the wall, running across rooftops in the general direction of Queens. A moment later, Dr. Otto Octavius left through the door, walking using the two lower tentacles and followed by Max Dillon.

**Gwen's apartment, **_meanwhile_

Gwen glared at the cell phone on her nightstand, which buzzed insistently. She didn't want to be bothered right now, but the two most likely people to be on the other end of that call - MJ or Peter - would likely call back. She irritably threw her homework to one side and grabbed the phone. The screen cracked in her grip.

Gwen winced as she looked at the large crack in the Nokia, then pressed the green button and held it to her ear. "Hello?"

"_Have you seen the news?!_"

Gwen held the phone away from her ear slightly, recovering from MJ's shout. "Mary-Jane. No, I have not seen the news. I assume it's bad."

"They're out. The super villains. They are _all_ out."

Gwen's eyes widened. She dropped the phone, sprinting out of her bedroom, bouncing off the hallway wall, and leaping over her couch. Grabbing the remote, she switched to ABC, and watched what was happening.

Good Lord. Dr. Octavius had gone and broken out all five of the super villains Peter and her had fought over the summer, plus taken their gear. Gwen collapsed onto the couch, staring at the TV in shock. For a few seconds, she stared blankly, before she realized that MJ was still on the other end of her line.

Exactly five seconds later, Gwen picked the phone off her bed and asked, "Are you still there, MJ?"

"You need to go!" MJ shouted. "You need to go be Spider-Woman and put them back in jail! For god's sake, go help Peter!"

Gwen rubbed her brow. "MJ, I can't. People would die."

"Newsflash. A lot more people will die if you _don't_ go out and fight crime. You're being an idiot! GO!"

"...Alright," Gwen sighed. "I destroyed my police scanner, though. I probably won't be able to find them before they kill someone."

There was a very, very long silence on the other end of the line. Gwen heard a distinct _thoom_. "Ummm," MJ said quietly. "I think it might be best for you to start in Forest Hills."

* * *

**A/N: Huh. This is the shortest chapter we've had in a while. In my defense, the only super villains that required no or next to no setup are also kind of jokes. Well, Shocker's a bit more of a problem for Peter than for Gwen, but you get the idea.**

** Also, of course Gwen's going back to being Spider-Woman in light of this. Previous misgivings don't matter anymore. Whether or not the super villains are a direct result of Spider-Man and Spider-Woman existing doesn't really matter. THEY ARE **_**ALL**_** OUT. The "responsibility" card is done to death when dealing with various motivation in Spider-Man fanfiction, but come on now. How can a superhero **_**not**_** come out of retirement when something like this happens?**

** My offer still stands. If any of you dear readers are interested in adopting this story, leave a review and let me know. And if you're not interested, leave a review anyway. **_**Marci. Au revoir.**_


End file.
